


Starlight Starbright

by DragonShadow



Category: Totally Spies
Genre: Action, Adventure, Apocalypse, Drama, Multi, Romance
Language: English
Status: Completed
Published: 2017-01-21
Updated: 2017-01-21
Packaged: 2018-09-19 00:04:31
Rating: Mature
Warnings: Graphic Depictions Of Violence, Major Character Death, Underage
Chapters: 27
Words: 100,046
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/9408584
Author URL: https://archiveofourown.org/users/DragonShadow/pseuds/DragonShadow
Summary: The end of the world seems to have arrived. The oceans are rising to claim the landmasses. It's up to the WOOHP Spies to figure out why, and try to put a stop to it before the entire world is engulfed... or some unscrupulous villain uses the situation to take it over.





	1. Flood of Time

The night was fast growing darker as the small group was hustled quickly up the hill, with the infinite stars high above seeming to twinkle into existence even as they moved. It was a sight Arnold Jackson had never gotten enough of; he was fascinated by space and the stars. Which was why he was here at the California Space Research Center, part of a tour group who would learn all there was to know about the unreachable stars in space. Honestly, he'd taken this tour five times before, but he never tired of it.

"Everyone please, remember to move in a calm, orderly fashion. My name is Mrs. Rumples, there are many sensitive projects being worked on inside, and any disruption could put them in jeopardy, thank you." The tour guide said to them. The rest of the group didn't seem that excited, except for one girl with bright red hair up in pigtails who jumped into the air waving her hand. "Do you have a question?"

"Yes ma'am. I was wondering if we would get to look through the telescope!" The girl asked excitedly. Arnold blinked, recognizing the voice, but unable to see the girl over the heads of the gathered crowd.

"Of course, you'll have to take turns but you'll all get a chance I promise." The guide replied with a smile. An excited squeal floated from the pigtailed girl. "Now please everyone follow me in an orderly fashion, and I will explain everything about the facility and how it works." The guide turned to head into the observation tower, followed by the tour group.

Arnold moved with the group, trying to peer curiously through the crowd for the redheaded girl, but he couldn't see her in the crowd. Finally he shrugged and turned to pay attention to the tour guide instead as she led them through a long hallway lined with photographs and paintings of the stars, some in clusters, others photographed with extreme zooms and exquisite detail.

"Since mankind was able to think, we've looked at the stars for many things." The guide repeated her normal routine as she stopped and turned to watch them look at the pictures. "To mark the passage of time, to symbolize Gods, and sometimes just to wonder what else might be out there. Some people even believe that studying the stars can reveal the future. This is a practice that has gone on for thousands upon thousands of years to date."

Arnold tuned her out, well versed in her speech as he turned to look around at the dispersing crowd. He caught side of the redheaded girl studying one of the close-up paintings of a brightly glowing star, her hands clutching the red-rope lightly as she studied it. Arnold cleared his throat and walked up behind the familiar, but unplaced figure.

"Is this your first time here?" Arnold asked politely. The girl turned around, her brilliant green eyes lighting up in recognition, her face going bright red.

"Arnold!?" She jumped back in surprise, but was caught by the red rope that barred access to the pictures. "Wh... what are you doing here?"

"Sam?" Arnold blinked in surprise, looking the girl over. She wasn't wearing any makeup he could spot, her hair was thrown carelessly up into a pair of pigtails that hung down to her shoulders, and her clothes were baggy and seemed awfully mismatched for the usually picture-perfect girl. "You look... different." Arnold said. Sam put her hand over her face, blushing in embarrassment.

"Oh my God this is so embarrassing..." Sam looked like she was about to faint. "Please don't tell anybody you saw me like this Arnold. I really didn't think anyone from Bev. High would be here."

"Hey, I won't tell." Arnold promised with one hand over his heart and the other out beside him. "But why are you here like that anyway?"

"Sometimes I just have to relax, y'know?" Sam replied. "Do you know how much those skin-tight jeans hurt? And those push-up bras and way-too-small shirts! And then the hour of makeup every morning, sometimes I think popularity is waaaay overrated." She clenched her hands in front of her. "But Clover's always like 'noooooo we have to look fashionable all the time!' Back when we weren't living together I could relax at home, but with Clover and Alex in the same house I can't even do THAT!" She huffed.

"Wow... I'm sorry to hear that Sam." Arnold blinked in surprise. He'd always thought Sam was just like the other two and enjoyed that kind of thing. "Well don't worry, I won't tell anyone." He smiled.

Sam smiled back gratefully. "Thanks Arnold... I guess maybe I'm just not cut out for being a glamorous popularity queen. I prefer being comfortable and able to breathe. I'm just a nerd at heart." She gestured to her own clothing, which was similar to what Arnold was wearing. "Uh... no offense." She said quickly.

"None taken." Arnold replied, a bit miffed but willing to let it slide. No matter how Sam dressed and even without makeup, she was still one of the cutest girls in Bev. High, the girl he'd had a crush on for a pretty long time. "Come on, I think the tour is moving on without us."

"Oh shoot! Come on!" Sam turned to run down the hall after them, so Arnold ran after her. They caught up with the tour group and followed along, walking together behind the others as the guide continued her memorized speech with proper emphasis.

"Some people believe that even Nostradamus used the stars in the 1500's to accurately predict events that would take place centuries after his death. Though there's no real evidence to support that, the stars have definitely been used before and after his time as a way to peer into the future, and some say to even peer into the eyes of God." The guide stopped and turned to look back at the group with a smile. "But there's no evidence of that either."

A polite chuckle ran through the crowd. She turned to lead them down another hall, this one filled with pictures of the planets in their solar system. "The first people to create a calendar that looks much like our own were the Romans..." she droned on as Arnold tuned her out again and turned to look at Sam. Her pigtails were bobbing cutely as she walked, with a less-than-perfect poise that somehow made her look better than she usually did. More human somehow.

When Sam turned to look at him he quickly looked forward, trying not to stare at her. They made their way through the observatory, emerging into the main research center from which the massive telescope poked through the ceiling, aimed up at the sky with a magnifier powerful enough to let one pick the face on Mars' nose.

"And here we are at our final destination, the single most powerful telescope on the planet that is always put to use scanning the skies for both research and trouble." The guide turned back to them. "Please, form a line and wait your turn, I promise you'll all get a chance to look through, but please do not touch it, it's very sensitive."

The group lined up, and Arnold found himself standing directly behind Sam. She had her hands in her pockets, waiting patiently for her turn at the telescope, though she also looked rather excited. "I didn't know you were into astronomy." Arnold commented.

"Are you kidding? I love space." Sam replied. "I treasure every time I get a chance to go up." She commented.

"Excuse me...?" Arnold replied, sure he'd misheard. Sam blinked and blushed, rubbing one hand on the back of her neck.

"Every time... I... dream I go up there." Sam replied nervously. "I like dreaming I go into space... it's the best next to the real thing." She grinned. Arnold stared at her, shrugging his shoulders a bit.

"Yeah, I guess." He told her. Sam nodded and turned to wait in line again, her hands folded in front of her nervously. Arnold looked down at the ground, his own hands clasped behind his back. "You know, Sam... I've always thought you were very..." Pretty, cute, intelligent, delightful, sophisticated, "mysterious." He blurted out, instantly regretting it.

Sam turned to look back at him again with a curious look on her face. "Mysterious?" She asked.

"In a way..." Arnold replied nervously, just wishing he'd kept his mouth shut. A friendly silence was the best he could hope for with her, what was he shooting for? "I mean, you disappear a lot... and when you're around, it's like you're always hiding something. You're in such good shape and nobody really sees you work out. You're intelligent, and also beautiful. It's just... I don't see a lot of people like you..." Arnold trailed off, not really knowing what he was trying to say.

Sam just stared at him, as though studying his features closely for the first time. "Well, some people do love a good mystery I guess." Sam quipped with a good-natured smiled.

"I do." Arnold blurted before he could stop himself. His face instantly turned red, as did Sam's as she looked away and turned forward again. The silence the rest of the way up the line was rather awkward. He knew he should've kept his mouth shut while he was ahead, what was he thinking talking to her? His mouth only ever got him into deeper social trouble.

Finally Sam stepped up to the telescope and leaned down to look through it, careful not to touch it. Arnold watched her with his hands behind his back, trying to think of a way to fix the situation.

"Huh... moon looks unusually big." Sam commented.

"Really? Can I see?" Arnold asked. Sam moved aside to let him look through. Indeed it did look a little bigger than it usually did when he came here, but they might have simply adjusted the telescope. The only way the moon could get bigger was if it was approaching the Earth, and that was scientifically impossible.

"Someone must have been messing with it." Arnold concluded as he stood up and looked back at Sam.

"Yeah." Sam smiled slightly as he stood up. "Come on, I think we're holding up the line." She said. So they moved aside to let the others in the tour group take their turns at the telescope. They stood side-by-side, watching the line dwindle. The tour guide watched as well, stepping up in front of them after everyone had a chance to look.

"I hope you've all learned something on this trip through the stars, like how important it is to understand not just our own planet, but the universe at large. I'll lead you all to the exit, and encourage you all to return another night. Right this way." She turned to lead the group to the exit, leaving the hallways of space pictures behind.

They emerged into the star and moonlit night amid the dissipating crowd, walking back toward the city, since the observatory was just on top of a hill outside Sam's neighborhood. Arnold looked at Sam, gathering all of the courage he could muster to ask one question.

"Do you want me to walk you home?" He tried to sound cool and confident, despite the heavy beating of his heart.

"Sure." Sam nodded and turned to walk down the sidewalk. Arnold was caught off guard, but managed to get himself in gear and follow in a few seconds. He caught up to her and walked beside her, casting glances in her direction. She was walking idly along, watching the stars with her hands in her pants pockets. Her pigtails bounced behind her in the gentle wind that blew against them.

"It's pretty romantic out here." Sam commented lightly.

"Y... yeah, it is." Arnold stumbled over himself to get out an appropriate response. "Very bright and... coordinated." He stumbled. Sam looked over at him and smiled despite what he knew was a word fumble. "I mean... um... soothing, yeah that's it."

"Mmm. It is." Sam nodded. Arnold couldn't figure out why she was acting like this. It was almost like she actually liked him... but that was just plain impossible. She came close to being voted Most Popular in Bev. High, and he was a geek who failed in his bid to run as the new school mascot. There wasn't a chance in heck she could like him.

They walked the rest of the way to Sam's home in silence, approaching her door under the gaze of the large pale moon side-by-side, until their hands were almost touching. "Well... I guess I should see you tomorrow Sam..." Arnold said softly, not really wanting to leave.

"Why don't you come in? I think we have some talking to do." Sam told him. Arnold stared at her in shock, his eyes going wide. Sam smirked. "I'm not coming onto you Arnold, talking is ALL I want to do. Now calm down before you have a heart attack." She told him. Arnold blushed deeply and shook his head.

"Of course, I didn't assume..." He coughed embarrassedly. "I'd like to come in..." Sam smiled and walked into the house, tossing her keys on the desk beside the front door as she headed toward the stairs. Arnold followed behind her, looking around in amazement. "So you girls have all of this to yourself? It must be really great."

"Sometimes I guess. Other times it's just frustrating living with Clover and Alex. I sometimes think I had more privacy living with my mom." Sam smirked. Arnold smiled, not really knowing how to respond as Sam led him upstairs, then into her bedroom. She closed the door behind him. Despite Sam's reassurance at the door, Arnold couldn't help getting a bit nervous as he walked over to the desk and sat down to hide his shaking legs.

"So, tell me about yourself Arnold." Sam walked over to the bed and sat down on the edge, folding her legs and watching him curiously. Arnold cleared his throat.

"Well... what do you want to know?" Arnold asked.

"Where are you from? What are your interests? That kind of thing." Sam said. Arnold thought about those for a moment, then decided to talk about himself for perhaps the first time since moving to Beverly Hills. Sam listened curiously, paying rapt attention to every word, and most surprisingly, taking a genuine interest in him.

Soon Arnold found himself sitting on the bed beside her, trading life experiences. He told her about the time in science class when he was younger when he accidentally glued an eraser to his teacher's butt, and Sam told him about the time she painted her hair green with finger paint. They laughed together the whole night through, until suddenly it seemed like the golden rays of dawn were flooding in through Sam's window. They were sitting side-by-side, laughing and still sharing memories.

"And then Clover decided to give enough blood to earn the money to get her ear pierced." Sam laughed and shook her head. "It took me and Alex three days to convince her it was a bad idea."

Arnold laughed, leaning back comfortably on the bed, then let out a sigh, his hands propping up the back of his head. Sam was lying beside him, also staring at the ceiling. They remained in comfortable silence for a few minutes before Arnold let out a yawn, suddenly feeling tired.

"Wow... the sun's up." Sam just realized, sitting up and rubbing her eyes. "I didn't even realize." She looked over at the clock, then over at Arnold who sat up beside her. "This has been a wonderful night."

"Yeah... I had a lot of fun." Arnold smiled sincerely. Sam smiled back and looked down at the floor, gasping when she saw that the floor was wet, covered in water from wall to wall. "What's that?"

"Oh man, don't tell me someone flooded the bathroom again!" Sam jumped to her feet and ran out into the hall quickly. Arnold stood up and followed more slowly, stopping outside and watching Sam run into the bathroom. She stopped and looked puzzled, staring at the toilet. "The toilet's fine... it's just the floor that's wet." She scratched her head in confusion.

"Maybe someone spilled something?" Arnold suggested. He looked down the hall curiously, and gasped when he saw that the stairs had vanished under water. The entire first floor was completely flooded. "Uh... Sam..." He pointed at the stairs. Sam looked, then gasped and ran up beside him.

"The house is flooding!" She exclaimed. "We have to get out of here! Quick, you get Alex while I get Clover, then we'll get out through my window!" Sam exclaimed, pointing out where he was supposed to go. Arnold nodded and ran into the indicated bedroom, which was also slowly filling up with water while Alex slept peacefully on the bed, dressed in Pajamas with cute teddy bears on them.

"Alex! Come on!" Arnold yanked the covers off of her and grabbed her arm, pulling her to a sitting position. Alex woke with a start.

"Huh!? Wha!?" She looked around, and screamed when she saw Arnold, wrapping her arms over her chest. "Arnold!? What are you doing here!?"

"The house is flooding, we have to get out of here!" Arnold grabbed her hand and pulled her off the bed. Once Alex's feet hit the now ankle-deep water on the floor, she stopped complaining and followed him back to Sam's bedroom. "Okay, we're going out the window right?" Arnold asked.

"I don't think so. Sam replied, already staring out her window. Arnold and Alex approached, then both gasped when they looked outside and saw that the water was rising outside as well as in, engulfing the homes around Beverly Hills. People were standing on their roofs, or swimming desperately for high ground. The golden sunlight seemed endless, reflecting off of the newly formed ocean.

"What do we do now?" Alex asked.

"We get to the roof. The water's way too cold to swim for it, and staying inside is a death sentence." Sam replied. "Come on, I'll go up, and you two can pass Arnold up after me." Sam approached the window and climbed onto the windowsill, reaching up around the outside and pulling herself up, grunting with the effort. Clover turned to look at Arnold curiously.

"What're you doing here?" She asked.

"Is that important right now Clover? Just help me get him up." Alex replied quickly. They pushed Arnold up to the window and helped him climb shakily onto the windowsill.

"I don't know about this girls..." Arnold complained nervously.

"Just reach for the roof, Sam will pull you up." Alex told him as she and Clover grabbed his feet to steady him. He gulped and looked up to see Sam hanging over the edge of the roof, holding her arms out.

"Come on!" Sam told him. Arnold stared up at her, then gulped and stood up quickly, throwing his hands up toward her. He felt himself leaning back toward the water, but Sam grabbed his hands and pulled while Alex and Clover started pushing up from the bedroom. Arnold was pulled straight up to the roof, where Sam struggled and yanked, finally falling back on her butt as he rolled onto her lap, shivering in fear.

"I thought I was gonna fall..." He gulped in fear.

"We wouldn't let that happen." Sam smiled back panting. Arnold smiled back and they both climbed to their feet, stepping carefully on the slanted roof. Alex and Clover soon joined them and they all turned to look out across Beverly Hills. The entire city was covered in water, reflecting the light of the sun for as far as they could see.

"What is going on here? We're not THAT close to the ocean." Alex commented in confusion.

"Hold on, let me see if I can get a hold of Jerry on my X-Powder. Maybe he knows what's going on." Sam pulled out a small pink compact from one of her pockets.

"What's that?" Arnold asked.

"Sam, is that a good idea?" Clover asked, jerking her head to Arnold.

"This isn't the time for discretion Clover. If we don't get answers fast, we could drown, along with everyone else in Beverly Hills." Sam tapped a few buttons on her X-Powder, for a moment receiving nothing but static. "Come on Jerr, this isn't the time to be out to lunch." She adjusted the frequency for a few moments, then sighed and closed it. "There's too much interference. I can't get a signal through."

"What is that?" Arnold asked, his scientific curiosity overpowering his confusion and fear for the moment as he moved up beside her to study the mechanical compact in Sam's hands.

"It's called an X-Powder." Sam explained. "We use it for our jobs with the World Organization Of Human Protection."

"Sammie!" Alex shouted in alarm.

"He deserves to know. We can wipe his mind later if we need to, but for now we need to all be on the same page." Sam replied. This seemed to satisfy Alex, who sat down on the roof and looked out over the rising ocean around them. Clover was standing on the other side of the roof, smirking and staring across the street to where Mandy's house was. There didn't seem to be any sign of her.

"Where do you guys think Mandy is?" Clover asked.

"I don't know." Sam walked up beside her. "Maybe she wasn't home."

"This is all so... unreal." Arnold sank down onto the roof, staring at the three girls on the other side. "You're all secret agents... and now California is falling into the ocean? This is the weirdest dream I've ever had..." He put his head in his hands. Alex stood up and walked over to sit down beside him. Arnold looked over at her.

"So, what are you doing here anyway?" Alex asked curiously. "It's not like Sam to have boys over."

"We were just talking..." Arnold replied.

"Really?" Alex asked teasingly. "Talking?"

"Y... yeah..." Arnold gulped. Alex giggled and looked over at Sam mischievously. "Really, we didn't do anything."

"I'm sure you didn't Arnold." Alex stood up and walked over to join her other two friends on the other side of the roof. Arnold sat alone on his side, looking down at the rising water. It was lapping at the edge of the roof by now. It would be less than an hour before it engulfed the top and swept them away, possibly never to emerge again.

"No Alex! We did not do anything! Sheesh!" Sam shouted and turned to stomp back over to Arnold, plopping down beside him. "So annoying sometimes!" She huffed. Arnold smiled slightly, watching the other girls at the other side of the roof chuckling together at Sam's indignation. Arnold looked over at Sam and put a hand on her shoulder.

"Hey... if it helps, I told them we didn't do anything." He said.

"I know, you wouldn't lie Arnold." Sam sighed and shook her head. "It's not really about that... I know they're just making the best of a REALLY bad situation... keeping the mood light." She looked down at the water, which had engulfed the bottom quarter of the roof. "It's speeding up... we're not gonna be able to stay up here much longer."

"What should we do when it reaches us?" Arnold asked.

"Stay here as long as we can... then pray." Sam replied. Arnold looked around, trying not to think about it. He didn't see anyone else around, the houses further downhill from there were completely submerged, and they didn't see any sign of anyone further uphill from their position. They were just alone adrift in a sea of water.

"Rock! I win again!" Clover shouted from the other side of the roof, where it seemed she and Alex had begun a game of Rock, Paper, Scissors. "Let's play again." She suggested. So they settled back into their game while Sam pulled out her X-Powder and tried to send another signal, but once again some unknown force blocked it.

Sam sighed and closed her X-Powder, then jumped in surprise when one of the gentle waves lapped at her foot, which was hanging down from the tip of the arched roof. She pulled her foot back and stood up in the middle of the roof. "Everyone, get to your feet. We need to stay dry as long as we can." She ordered. Alex, Clover and Arnold stood up with her, sliding close to her as the water continued to rise.

"If we drown girls, I just want you to know I've really enjoyed my time with both of you." Clover said. "And you weren't TOO much of a pest Arnold."

"Yeah, same here." Alex said. "I'll really miss you girls."

"Everyone hold hands, we need to stay on the roof as long as possible." Sam grabbed Arnold's hand with one arm, and Clover's with the other, while Clover grabbed Alex's, forming a small chain as the waves washed up over their feet, making the corner of roof they were standing on very slippery and treacherous.

"Yeeesh! Is the water getting colder?" Alex shivered lightly.

"It's coming in straight from the ocean." Sam replied. "And it's moving faster." Indeed, it was already moving up their calves.

Alex gulped, her teeth chattering, since she wasn't wearing anything to combat the cold at all. She'd been dragged up here in little more than her pajamas, though she was better off than Clover, who was in a nightgown. "This is m-majorly cold S-Sammie, I don't know h-how much I c-can take..." She shivered.

"T-tell me about it..." Clover agreed.

"Hold on girls, we can't afford to let go." Sam replied, struggling to keep her footing as the water rose up to their thighs, trying its best to sweep their feet out from under them and send them drifting along the moving ocean. Arnold gulped, watching Sam with a longing gaze even as the water moved up his waist, pulling furiously at his legs in an attempt to trip him up.

"Sam! If this is it... I want to tell you something!" He shouted over the rushing water, throwing all of his fear and cautiousness to the wind. Sam looked over at him quickly. "After I sent you the letter saying I was your secret admirer... I never-" Suddenly the ocean tore at his legs, sweeping them out from under him so that he plunged into the freezing cold waves.

Sam, Alex, and Clover screamed as they were pulled into the river after him, still linked together by their hands. Arnold was submerged, but was suddenly pulled to the surface with a pair of strong arms wrapped around his chest. "Hold on Arnold!" Sam shouted over the roar of the waves trying desperately to drag them back under the surface.

"Sammie!" Alex and Clover screamed over the waves, clinging to each other and struggling to keep their heads over the water. They all coughed and sputtered desperately keeping their heads out of the freezing water, though their limbs were freezing rapidly.

"I can barely feel my legs!" Alex cried out.

"Hold on Alex! Keep your head over the water!" Sam tried to paddle toward her, pulling Arnold with her with one arm around his chest, but he was too cumbersome for her to pull along AND grab hold of Alex. "There's got to be something to grab onto!"

"It's all underwater!" Clover shouted back between her sputtering.

"I love you girls!" Alex shouted, her head beginning to slip under the waves though she struggled to stay up.

"Alex!" Clover swam toward her, but suddenly a dark shadow descended over them. Arnold looked up in surprise, gasping when he saw a massive mechanical ship with a giant W on the side hovering over the water. A massive hole opened on the underside of the ship, and a pale blue light swept down over them, lifting them and the very water they were swimming in into the air.

"Alex, breathe!" Arnold looked to the side and saw that Clover had managed to pull Alex from the water, which was being filtered back down to Earth as the four survivors were lifted up toward the massive ship. When they touched the hull they suddenly appeared in what almost looked like a briefing room of sorts, with an old balding man watching them worriedly.

Sam turned to Arnold with her wet hair matted to her head, having lost the pigtails in the flood. She let go of his chest. "Are you okay Arnold?"

"Y... yeah." Arnold replied, stunned by everything that had been happening. Sam nodded and quickly moved toward the seats in the middle of the room, where Clover was cradling Alex against her chest. The brunette girl was breathing shallowly, looking up at the ceiling.

"Alex? How are you feeling?" Sam asked tenderly, putting one hand to her chest to feel for a heartbeat.

"I think I'll be okay..." Alex coughed, putting one hand over Sam's. She looked down at the old man. "You have perfect timing Jerr..."

"Thank you Alex, but I'm afraid all the timing in the world won't help us this time." The old man replied seriously. "The world needs you girls more than ever."


	2. Back Into Service

The gentle hum of the jetliner's engine was soothing in a strange way as its passengers had long since settled in for a long flight. The sun was coming up over the horizon as they moved through the air toward their destination, California. Mandy was glad to be getting back home, she'd spent the weekend on a spa vacation her mother had set her up with in return for getting top grades in school.

She let out a long sigh and opened her eyes, reaching down to turn on her miniature radio. She cringed when it spewed harsh static out at her and quickly turned it off, shaking her head. "Interference-proof my butt." She grumbled and threw the useless hunk of electronics back into her bag. She turned to look out the window, and saw that they were already flying over the ocean.

"What the heck?" Mandy sat up and looked around irritably, spotting a flight attendant a few seats away. "Hey, you! Come here." Mandy demanded. The attendant walked over to her with an obviously fake smile on her face. "What is this stupid pilot doing? We're over the ocean!"

"We know ma'am, we're trying to figure out what to do. When we make a decision, it will be announced over the intercom." The attendant replied.

"I'll tell you what to do, get a freakin' map and take me home! I have to be back in school today and I haven't had my shower yet!" Mandy shouted angrily at the top of her lungs, drawing the attention of everyone else in her section.

"We're working as quickly as we can ma'am, just hold tight for a few more minutes." The flight attendant nodded respectfully and turned to rush off to someone else in need of more peanuts. Mandy growled and crossed her arms over her chest, looking out the window at the ocean below them. What kind of stupid pilot couldn't find California? It was only the size of most countries.

She looked up when the intercom activated with a ding and a harried voice came through. "Attention passengers, this is your pilot speaking. Due to unforeseen circumstances we're going to be rerouting to the nearest airport available in Nevada. We apologize for the inconvenience this causes but we really see no other options available."

"Nevada!?" Mandy leapt to her feet indignantly. "A beautiful, smart, talented, rich girl like me can't go there alone! What if something happens to me!?" She demanded.

"Good." A voice said barely disguised by a cough.

"Who said that?!" Mandy demanded. The flight attendant made her way down the isle and grabbed her, pushing her back down in her seat. "Let go of me! I demand an explanation!"

"Please, calm down, we're going to be landing shortly! And then you can find all the information you want, because we just don't have it." The flight attendant told her. Mandy huffed and sat down with her arms crossed over her chest. The rest of the cabin cheered the attendant on in subduing the annoyance, and Mandy swallowed her pride in order to make it through the rest of the trip without being handcuffed.

"Passengers please fasten your seatbelts, we're going in for a landing in a few moments. Thank you for your patience, and we hope you all have a wonderful stay in Las Vegas." The pilot's voice came over the intercom. Mandy growled darkly but slid her seatbelt on, and soon she did indeed feel the jet tilting forward as it came in for a landing. Mandy clung to her seat as it rocked wildly, her heart pounding furiously.

She looked out the window to see a whole mess of planes out in the open, some rolling to a stop while others were randomly strewn about the airfield. She screamed in surprise when the wing of her jet slammed into another smaller one, yanking the wing straight off that one while theirs barreled onward. This pilot was completely insane.

"Everyone hold on!" The flight attendant shouted. Suddenly the entire jet squealed, veering off to the side as the wing of one of the other jets scraped across the windows on the other side of the plane. The windows broke in a line, sending glass flying into the cabin, showering those on that side in shards of all sizes amid screams of fear.

The screech of metal on metal ended as they passed the jet and the entire plane jumped as though running over something. It would have sent the passengers hurtling into the air if they hadn't been buckled in and clutching the seats for dear life. Mandy's heart was pounding faster than she'd ever felt it, her hands white and a soft whine escaping her throat.

Suddenly the plane came to a quick stop as the wings on each side slammed into another jet on each side, pinning it in place. When they'd stopped Mandy ripped her belt off and stood up, intent on giving the pilot a piece of her mind, but the fear of the landing had made her knees go weak and she collapsed back onto the seat.

"Everyone please exit the plane in a rapid, but calm fashion. We've deployed the emergency landing gear, please make use of it." The flight attendant stood and moved to open the door so the passengers could compose themselves as best as possible and exit the plane. Mandy finally managed to climb to her feet and walk to the door, no longer in a mood to argue. So she slid down the inflatable yellow slide and climbed to her feet on solid ground.

The airfield was a mess, with planes of random sizes everywhere and oil patches dotting the runway. She'd flown a lot in her life, and she'd never seen anything like this.

"Your luggage will be taken to the appropriate area shortly, please everyone go inside and rest while we sort everything out!" The flight attendant shouted over the rumble of the crowd. They all began to file toward the airport proper, so Mandy turned to follow after them, nervous and scared for the first time in her life. She was used to being in control.

Mandy made her way to the terminal they'd stopped near and plopped down on one of the seats, pulling out her cell phone. She dialed her home number, but jerked the phone back when more static came pouring out of it. She closed it and looked around, spotting several other people doing the same thing as they tried to call work or loved ones.

Mandy waited and waited until finally they got the message that their things had been taken to baggage claims. So Mandy hurried along to get her suitcases before someone could snatch her stuff out from under her. She pulled her large suitcases off the conveyer belt one at a time, getting them all but having no way to carry them all at once.

"Mandy?" A voice behind her asked. Mandy turned around to see a girl about her own age with dyed blue hair and pale yellowish skin watching her from behind a pair of dark sunglasses. "Are you Mandy Myers?" She asked. Mandy looked her up and down.

"I am. Who are you?" Mandy asked suspiciously. The girl reached up and pulled her sunglasses off, revealing a pair of deep violet eyes.

"Brittany, and I need your help." She said.

"My help?" Mandy blinked in confusion. "Why do you need my help?"

"Not here. Come with me, I already have a car." Brittany grabbed a pair of suitcases and hauled them toward the exit, so Mandy grabbed the others and quickly followed after her. They weaved through the airport and emerged in the front parking lot, where Brittany made her way to a somewhat ragged-looking white car and popped the suitcases into the trunk.

They loaded it up and climbed in, with Brittany in the driver's seat. "Now what's going on? Who are you? How do you know who I am? And what do you want with me?"

"I don't really know what's going on, all I know is that I received new orders to call you back into service because we're shorthanded." The girl said as she pulled out. "I'm Brittany, with the World Organization Of Human Protection. I know who you are because you're a former WOOHP agent who had her mind erased, and my mission was to follow you for a while and make sure you didn't remember and tell anyone. I want you to help me."

"You were following me? For how long?" Mandy asked.

"Three months now." Brittany replied.

"Three months!? And I've never even seen you before!"

"I AM a spy you know." Brittany smirked.

"Look, Miss Secret Agent whatever, I have more important things to do than sit here and listen to this nonsense." Mandy put one hand to her forehead painfully. "Like getting back home so that I don't miss school. And if my mom decides to come out and look for me, it'll be on your head. She hates not knowing where I am." Mandy smirked.

"You can't go back home... Beverly Hills is gone Mandy." Brittany said so softly Mandy was sure she'd misheard.

"E... excuse me?" Mandy asked shakily.

"Beverly Hills... and most of California... is underwater." Brittany said again. Mandy stared at her in shock. There was no way such a preposterous statement could be true... but Mandy remembered flying out over the ocean, thinking how stupid the whole thing was. She turned to stare out the front windshield as they wound their way down toward the city proper.

"No... it..." Mandy sputtered defiantly, but found her voice failing her for the first time.

"I'm sorry." Brittany told her. Mandy remained silent, staring out her window at the passing scenery as they made their way into the glittering city of Las Vegas, looking as bright and cheery as it always did. But Mandy just felt numb. If Beverly Hills was gone... her entire life had gone with it... her mother had gone with it...

The car came to a stop in the parking lot of one of the hotels that had made Las Vegas famous the world over and climbed out, walking around it to open Mandy's door and gently pull the numb girl out with a hand on her elbow. Mandy let her lead her along, in no mood to take charge. Her entire life she'd been in charge of everything... but now in the blink of an eye her life was gone.

She didn't come around until Brittany was pulling her into a hotel room with two twin sized beds and lavish bedding, and it even had a television on one side with a VCR and DVD player on top of it. It was painted an atrocious shade of pink, but Mandy didn't care. Brittany led her to one bed and pushed her down on it, laying her down on her back.

Mandy stared at the ceiling numbly while Brittany sat on the other bed, pulling her shoes off and stretching her feet out. She grabbed the remote and turned on the TV, but it showed nothing but static. Whatever was interfering with Mandy's cell phone and radio were also messing with the TV broadcasting signals. It was like the entire world was being silenced.

Brittany turned the channel to one of the in-hotel broadcasts, which was showing the movie 'Armageddon'. Then Brittany turned back to Mandy and walked over to sit down beside her, letting the TV run more to provide some sense of normalcy than because she was interested in it. Mandy didn't look at her, still trying to realize what it all meant to her.

"Listen to me Mandy." Brittany told her. "I know telling you to get over it or cheer up is pointless right now. But I need your help. I haven't had any contact with WOOHP since I got the order to bring you back into the organization early last night. I don't know what to do, so I'm just going to try to help what survivors I can find. I could use you here."

"Why should I give a fuck about you?" Mandy's voice shook in despair and hopelessness, echoing what she was feeling deep in her heart. "Or anyone else? My life was in Beverly Hills, it's the only place I've ever lived. My mom..." She gulped, trailing off.

"I know it hurts... believe me I know." Brittany told her. Mandy rolled away from her to hide the tears that were sliding down her face, trying to wipe them away and maintain her usual cool presence. "But we don't have time to mourn, Mandy... there are probably still dozens of people out there right now floating and waiting for rescue."

"Let them..." Mandy croaked.

"Your mother could be out there." Brittany told her. This gave Mandy pause. "I don't know... but there's still a chance. And I don't want to give up on her, or anyone else who was caught in this thing." Mandy sniffled and rolled to her back, looking up at Brittany with red eyes and tear streaked cheeks. "Please, Mandy. I need your help."

"I..." Mandy choked up again and put her hand over her eyes as a fresh wave of tears began to flow. "I don't know..."

"Take thirty minutes to compose yourself..." Brittany put her hand on her shoulder gently. "But after that, I have to go. Every minute we wait means less chance of finding survivors. Answer me then, okay?" She said. Mandy nodded silently and Brittany stood to walk to the door, heading out to the hotel proper and leaving Mandy alone in the hotel room.

Mandy sat up, rubbing her face with the back of her sleeve and watching the movie for a few moments. Why did it feel like that movie was so fitting right now? Maybe because she felt hopeless... like her life was being turned upside down beyond any choice of her own. What was she supposed to do? She was no secret agent, no matter what Brittany said. She was sure she would remember that.

She slid off the bed and walked over to the small dresser on one side of the room, looking in the mirror. She looked terrible. Her hair was mussed from the flight, she had a few cuts on her arms where stray pieces of glass had struck her, and her crying ruined her makeup. She rested her palms on the desk and leaned forward on them, staring at herself numbly.

The worst part of this all was, her mother was supposed to give birth to Mandy's baby brother any day now. Mandy might have been nervous about having a sibling... but there was no way she wanted this to happen. She wanted her mom around, and she wanted to see her little brother. Of course, she didn't know that she couldn't still have both of those things... there was a chance to save SOME part of her life...

She pushed herself up and walked into the bathroom, grabbing a washcloth and wetting it with warm water before running it over her face, washing off the ruined makeup along with the remnants of her tears. She tossed the cloth in the sink and turned off the water, walking back out into the hotel room just as the door opened again and Brittany walked in.

"Well? Have you made a decision?" Brittany asked when she saw her.

"I'm in." Mandy replied. Her voice was still shivering, but she was careful not to let it overwhelm her. "I want to find my mom." Brittany smiled slightly and nodded.

"Okay. Let's get going then. We don't have much time to waste." Brittany turned to leave the hotel room, so Mandy followed after her, weaving through the hotel and emerging in the parking lot soon. They found Brittany's rental car and took off down the road in the wrong direction.

"Where are we going?" Mandy asked.

"Before I lost contact WOOHP sent me some emergency supplies and gadgets, including a few things for you. We have to pick them up before we head back to look for survivors." Brittany replied. Mandy accepted that and fell silent while they made their way across the city, eventually coming to a small garage in which a nondescript black van was parked.

Mandy climbed out of the car and walked up to the back with Brittany, who pulled it open and pulled out a small pink compact. "Your X-Powder, it'll let you change clothes with the touch of a button. It's normally also a radio, but it doesn't seem to work right now. Press this button to get ready for action." Brittany pointed to a small purple button on the bottom left.

Mandy pressed it, and gasped as a beam of light washed over her. Suddenly she found herself wearing a sleek violet jumpsuit. She would have appreciated this more if she wasn't so worried about her mother, but as it was she stuffed the X-Powder into a pocket and turned to Brittany, who was now wearing a blue jumpsuit similar to hers.

"Get in, it's time to go." Brittany closed the back of the van and climbed in the driver's side. Mandy climbed in the passenger's side, and they took off from the garage, racing down the street as fast as they could go without fishtailing out of control.

"You said I've been a WOOHP agent before." Mandy said. "Why don't I remember?"

"Like I said, you had your memory wiped, by your request if I heard right." Brittany replied. "I would love to be able to give you your memory of it back, but I have neither the time nor the ability to do that. We'll just have to wing it, I'll tell you everything you need to know about WOOHP and our gadgets as we go."

Mandy fell silent, satisfied with that for now. They left the city and raced along the completely empty freeway. Nobody was going to California, and it didn't look like many people had gotten enough warning to get out either. It must've been that radio interference that was plaguing them right now. Nobody could communicate... nobody could be warned.

Brittany brought the car to a stop on top of a hill that used to overlook Beverly Hills. Now it looked out over the ocean, glittering in the afternoon light as the waves lapped at their van's tires. Mandy shook her head in awe. This had been her home just a week ago when she'd left... a wondrous beautiful place where she was practically queen...

Brittany walked around to the back of her van and opened the doors, pulling out a pair of thick, bulky suits in blue and violet. Mandy looked back at her curiously as Brittany held one out to her.

"This is an UPWATI. It lets us move around quickly underwater without having to worry about oxygen." Brittany told her. Mandy took the suit silently and slipped it on over her jumpsuit. It was a perfect fit, as if it was made specifically for her. She guessed it was, if she was a spy once. It was still weird to realize she was something she didn't even know about.

"Remember. The radios on the UPWATIs don't work any better than any other radio waves, so we'll have to communicate through hand signals. Keep close to me, and keep an eye out for any survivors above or below the water." Brittany explained.

"Yeah I know what we're doing. Let's just do this, I wanna find my mom." Mandy pressed the button on her chest plate to bring her helmet down in front of her face. Brittany nodded, closed her own faceplate, and turned to walk into the ocean that had overtaken Mandy's home. Mandy followed, walking straight into the water where she activated the jets on her suit and floated forward after her new partner.

Soon Brittany gestured to the surface, where a piece of lumber was floating with a pair of legs dangling into the water. Mandy nodded and watched her float up to rescue the stranded survivor. Mandy meanwhile turned to float further down the hill a small ways, to where she found her house completely submerged with her designer clothing floating out the windows up to the surface. She would've been mad, but she was on a more important mission.

Mandy moved to the front door through the water and pushed it open easily. It was rotting from the soaking in the water, so it let her float into the living room and look around quickly. She didn't see any sign of her mother, so she made her way into the dining room, which was domed on the top to look far more impressive than it actually was.

"Mom!" Mandy shouted when she saw her mother floating in an air-pocket underneath the dome, clinging to the dining room table as it floated near the top. Mandy turned her jets on high and flew through the water toward her, breaking the surface and pressing the button to draw back the faceplate of her UPWATI. "Mom, are you okay?"

Mandy swam up to the older woman and put a hand on her shoulder, shaking her lightly. The air was getting pretty stale up here, but her mother opened her eyes and looked over at her tiredly.

"Mandy...?" Her mother was gasping for breath. "Is that you...?"

"I'm here mom. Come on, we've got to get you out of here..." Mandy said, though she realized something. There was no way out. She had only one air tank and they were at least fifty feet below the surface. Her mother was in bad shape as it was... there was no way she could make it.

"I must be seeing things... there's no way... everything is so flooded..." Her mother stammered. The lack of oxygen must've been getting to her brain. Mandy could already feel it starting to take its toll on her.

"Here." Mandy yanked the tube that led from the air tank to her helmet out and shoved it in Phoebe's mouth, turning on the air supply again. "You hold tight, I'll try to get us to the surface." Mandy pressed the button to close the faceplate of the now airless helmet. She would only have a few minutes to make it all the way to the surface.

Her mother sucked in the air from the hose greedily as Mandy turned them downward and turned on the UPWATI's jets, sending them flying through the water toward the front door. After they emerged Mandy flipped over, planted her feet on the ground, and pushed them up toward the surface. The helmet was airtight, and with no oxygen hose, she could feel the air thinning. Stars were beginning to gather in front of her eyes, but she tried to ignore them.

She clung to her mother's waist, closing her eyes in an attempt to block out the stars as they moved through the water. She opened them again when she realized she was beginning to black out. She growled and let out a scream to keep herself awake and alert, flying through the water until finally they broke through the surface, flying out of the water up to their waists.

Mandy slapped her chest plate with one hand to open the UPWATI's helmet, sucking in a gulp of fresh air quickly before they descended into the water again. Her jets brought them back up again to float on the surface, where she greedily gulped in as much air as possible, her limbs shaking.

"Mandy, my dear Mandy." Her mother wrapped her arms around her tightly, hugging her close. "I'm so glad to see you. I was so afraid... I thought that was the end..." She sobbed into Mandy's shoulder. The younger girl hugged her mother tightly as well, leaning her cheek against her head and closing her eyes.

"I... I couldn't let you die mom..." Mandy gulped back the tears that once again threatened to overwhelm her, though these ones were different from the ones in the hotel room. "Who would buy me a new wardrobe if I did?" She felt her mother's body quiver in laughter, bringing a broad smile to Mandy's face. They held each other tightly, floating in the middle of the ocean that used to be their home.

"Mandy." Brittany's voice carried to them over the water as the other rescuer floated toward them. "Good work. Get her back to the van where she can rest." She said.

Mandy nodded and wrapped her arms around her mother's waist again, pulling her back in the direction of the van. Her mom clung to her tightly, still a bit weak from spending several hours trapped in the dining room with no way out. Mandy didn't want to let her go... she always complained about her mother like any teenage girl, but when it came to losing her, she didn't even want to imagine it. Especially after she'd just gotten her back again, she would make sure her mother was safe from now on...


	3. The Mission Begins

Sam sat back on the comfortable sofa in the WOOHP jet as it flew across the country toward WOOHP headquarters. He'd given the girls a few hours to recuperate from their ordeal in the ocean. Especially Alex, who was still shivering, but had mostly recovered. Arnold was allowed to stick around, since there wasn't much they could do with him right now. He sat off to one side, holding his blanket around himself and shivering.

"So, what's going on here Jerry? Are the polar ice caps melting or something?" Sam asked, still clutching her own blanket around herself and shivering lightly.

"Not exactly." Jerry turned to the view screen behind him as it rolled out and displayed an image of the moon surrounded by stars. The three girls blinked in confusion as Jerry turned back toward them. "This mission will take you girls in the opposite direction, to the moon itself."

"What does the moon have to do with all the waters rising up?" Alex asked confusedly.

Before anyone else could explain Arnold decided to field that one. "The moon and the Earth are linked by gravity... that's what keeps the moon revolving around the Earth. And the moon's position relative to the Earth has a dramatic effect on the tide." Arnold explained knowledgeably, like any true nerd would be able to. "But I don't get it... in order for it to create this kind of radical change in atmosphere it must be..." He trailed off.

"Approaching the Earth, yes." Jerry told him. "We picked up strange gravitational fluctuations up there early last night and began taking precautions, but we weren't even close to prepared for the kind of devastation it has been causing the world over. Even worse, the same field that is drawing the moon closer is disrupting every form of wireless communication we have."

"So we're drowning and completely deaf." Clover smirked. "Whoever pulled this one off has thought of everything. Except, you know, that we have things that can float on the water." Jerry and Arnold remained silent, leaving Sam to speak to her friend.

Sam spoke earnestly. "Clover, there's a bigger problem here than flooding. If the moon hits the Earth..."

"Global devastation." Alex said.

"Devastation nothing. There won't be an Earth left." Sam told them. Clover and Alex both fell silent while the redheaded leader of the group turned back to Jerry. "What are we going to do Jerr? How do we get the moon back where it belongs?" She asked.

"We've spent the morning preparing a special rocket capable of getting you to the moon very quickly. Ironically, the fact that it's moving closer saves you flight time. We haven't been able to determine an exact cause for this strange phenomenon, but we'll be providing you with an arsenal of gadgets to allow you to do just that. You will be given them once we arrive at WOOHP headquarters any minute now." Jerry said.

"And what about Arnold? What are you going to do with him?" Sam asked, looking over at the boy sitting against the side of the ship. Arnold looked at her, then back up at the old man somewhat fearfully. "You're not going to wipe his mind are you?"

Jerry shook his head. "No. Under the circumstances, that would be nothing less than cruel. We will keep him at WOOHP headquarters until the current crisis is solved, then we'll decide whether or not to institute a mind wipe." Sam nodded in satisfaction, then felt the ship descending quickly into a somewhat rocky landing on the roof of WOOHP headquarters.

"Follow me spies." Jerry turned and walked out of the jet, followed by Sam, Clover, Alex, and Arnold, who didn't have anywhere else to go really. He led them down through the halls toward an elevator, where he stepped in and waited for the others to join him before pressing a button and sending it hurtling downward at a breakneck speed.

"Wow... this place is absolutely amazing." Arnold commented in awe.

"You get used to it." Alex quipped. The elevator soon slid to a stop and they emerged into a large underground hangar in which a massive pink space ship was sitting on the ground waiting for them, sleek and probably faster than anything the military had in its arsenal. Jerry and the girls approached the ship, then he turned to look at them again.

"This mission is essential to the very existence of humanity, thus we've spared no expense. GLADIS?" Jerry snapped his fingers, and a group of mechanical arms rose from the ground. Two held X-Powders, which they handed to Clover and Alex, who promptly used them to change into their WOOHP uniforms. Sam used hers as well, as GLADIS moved its other arms before them.

The girls took armfuls of gadgets, there were a ton of the things. "Geeze Jerry, what is this every gadget we've ever had?" Sam asked.

"Almost." Jerry replied. "I hope you girls will be able to use them to put a stop to this before it gets any worse than it already has."

"We'll do our best Jerry." Sam said seriously.

"Good. Then you girls should be off, time is of the essence. And do keep in mind girls that because radio waves are being completely blocked, we've outfitted the ship and your space suits with light-frequency modifiers that can transmit your speech via bursts of light by using Morse Code." Jerry said. The girls nodded and turned to walk into the space ship, but Arnold ran up behind Sam and grabbed her elbow.

"Sam, before you go I need to tell you something..." Arnold said. Sam turned to look back at him curiously as her friends turned back to watch. Arnold sputtered randomly. "I... I mean... you... should you..." He let go of her elbow and raised one hand to the back of his neck, blushing furiously. "Good luck Sam." He said simply, turning and walking away quickly.

Alex giggled. "Don't worry Arnold, we'll bring your girlfriend back safe and sound!" She shouted after him. Clover laughed.

"Girls! This is soooo not the time for that!" Sam blushed deeply and moved onto the space ship, brushing past them. Alex and Clover were still snickering as they moved to join her, making their way up to the cockpit and taking their seats. They strapped themselves in, reaching their hands forward to take the controls.

"Testing the light-frequency modifier." Sam said. She watched curiously as a strobe-like burst of lights flashed from the front of the ship. A return burst came back from the control room as Jerry's voice came back. How the ship knew what his voice sounded like by using Morse Code Sam couldn't guess. Technology was wonderful, but confusing.

"The test was successful. Beginning launch sequence countdown now." Jerry replied as the doors above the girls began to open and Jerry counted down. "Ten... nine... eight..."

"Do you girls think we can do this? I mean, we've been in space but never the moon." Alex said.

"We've got to do it Alex. There is no choice. If we fail or bail, it's the end of the Earth." Sam replied.

"Three... two... one... you're clear for takeoff." Jerry said.

"Starting boosters." Sam grabbed the clutch and pushed forward, igniting the massive rockets on the ship's wings. The ship lifted slowly from the ground, gaining speed as it moved up toward the hangar doors overhead. It flew straight through them, emerging into the open sky that seemed to stretch a lot farther than it used to thanks to the encroaching ocean waters.

"I always hated this part of space travel!" Alex shouted over the roar of the engine, struggling not to pass out from the G Force of their ascent through the atmosphere. Soon they emerged into the blackness of space and the force subsided. The twin engines on each wing were released to fall back to the ground miles below as the girls floated peacefully into the darkness.

"Artificial gravity on." Sam flipped a few switches. "Oxygen tanks look good. Plenty of fuel. We're on our way girls." Sam leaned back and let out a soft sigh. "The autopilot should take us straight to the moon, so we don't have to worry about that." She leaned her head back and let out a massive yawn, her eyes suddenly feeling heavy. "Man, I didn't get enough sleep last night..."

"Oh really?" Clover grinned teasingly as she stood up from her seat. "Lucky Arnold."

"It's not like that!" Sam growled. "We just talked."

"What kind of girl invites a boy inside to 'talk'?" Clover asked.

"One who's interested in more than a guy's physique." Sam smirked back.

"Hey, who's up for some chow? I don't think any of us had breakfast." Alex turned around from the back of the cockpit, where she found a moderately sized refrigerator filled with food built straight into the wall.

"Sure, I could go for something." Clover said as she turned her attention away from Sam and made her way to the fridge. Sam mouthed a quick 'thank you' to Alex as she moved to join them in a small meal of dehydrated foods of the kind they ate in space. There was no microwave anyway, so it was best not to have to worry about cooking anything.

They sat companionably, eating their meal and talking about future plans. There was no reason really to think they would fail. They'd faced odds almost this bad several times, including a particularly nasty mission against a guy named Dr. Gelee who attempted to bring the world into a second ice-age by freezing the Earth's core.

"Sam, can I ask you something?" Clover asked.

"If it's about Arnold, no." Sam smirked.

"Come on, you can't just expect us to not ask for the skinny when we wake up to find Arnold in our house at the crack of dawn." Clover huffed. "World crisis or not a girl's got to have priorities, and getting the lowdown on nighttime activities is HIGH on my list."

"I told you girls, nothing happened, we just stayed up and talked. We didn't even realize what time it was until the sun came up." Sam explained for the fifth time that day.

"Well how did it happen? You've barely been on speaking terms with him before, how did you wind up bringing him home and talking the night away with him?" Alex asked curiously. Sam sighed. It was pretty obvious they weren't going to stop until she spilled as much as she could.

"We just ran into each other at a... an art exhibit." Sam lied; not really wanting them to find out she had a real interest in astronomy. That was about as nerdy as she could possibly get. "We got to talking, and it was a lot of fun, so I invited him in to talk a little bit and lost track of the time. That's all there is to it I swear."

Clover huffed. "What a letdown. You didn't even kiss him?"

"No, I didn't." Sam replied. "We talked and that was all."

"Geeze. Leave it to a pair of nerds to spend the whole night together without any necking whatsoever." Clover smirked. Sam's gaze darkened, but Alex stepped between them quickly, holding up a powdered Twinkie.

"Who wants a sugar rush?" Alex asked helpfully.

"Well maybe nerds have the right idea compared to the popular 'jump on anything that moves' mentality." Sam growled.

"Oh you did NOT just say that!" Clover howled angrily.

"Look at me!" Alex did a little dance between the two. "I'm high on sugar and I'm dancing! Wargh!" Alex yelped in surprise when both of her friends stood up, shoving her out of the way into the wall while they walked up to each other, growling as they came face-to-face. Their eyes each bore into the others', their arms held tense at their sides.

"You got something to say to me nerd-girl?" Clover growled.

"I already said it Miss Priss." Sam growled back.

"Go ahead, say it again. I dare you."

"You'd jump on anything pointy." Sam smirked. Clover growled and grabbed her hair, pulling her into a fight that Sam was all to eager to join, slamming into her and driving them both up against the wall with a heavy thud. They fell to the floor, grabbing and punching at each other furiously, with growls emanating from the ball of fury.

"Girls! Come on, it's not worth this! Girls!" Alex tried to break them up, but couldn't get close without getting hit by some flailing body part. "Come on! Break it up!" Alex pleaded as the growling girls rolled around the cockpit, landing blow after blow while each tried to pin the other to the ground. They rolled toward the front between the pilot's seats, growling and swinging at each other.

Suddenly the ship creaked and lurched sharply to one side, sending the girls sliding into one of the seats. "Aagh! Damnit!" Clover shouted as one of her arms slammed into the seat leg.

"What the Hell!?" Sam looked up in alarm when she heard the hull beginning to creak. The entire roof was beginning to bend inward, groaning under the strain of some intense gravitational fluctuations. "We're being crushed like a tin can!"

"We've gotta get outta whatever we're in!" Alex shouted as she slid into the wall on her back with a heavy thump. Sam scrambled to her arms and legs and crawled over to her seat, hauling herself into it and slapping her seatbelt closed so she could concentrate on steering. They were flying straight toward the moon, and she now realized they were right between it and the Earth. They were caught in the field that was pulling it forward.

Sam turned the ship to one side, but the gravitational forces strong enough to reel in the moon were easily strong enough to keep them from moving. The hull creaked and groaned under the strain, bending down toward the middle of the ship like a giant fist trying to punch its way through.

"Maybe if we can counter the gravitational pull with some kind of discharge..." Sam mused desperately, tapping at the controls in front of her. "Alex, look through our gadgets and see if we have anything to make some kind of energy field. It doesn't really matter what kind, just something intense enough to punch a hole in this beam."

"Uh..." Alex scrambled across the creaking floor to their backpack of gadgets, digging through it quickly. "I don't see... wait! I have an Electromagnetic Dispersal Walkman here!" Alex pulled it out of the bag. "Will this do the trick?" Sam bit her lip. It could certainly punch a hole in the gravity field, but it could also disable their ship.

"Here's hoping Jerry made this thing EMP proof." Sam sighed. "Hit it on my mark Alex." Sam punched the engines up to full power, charging the fuel for one gigantic burst. She watched the pressure gauge rise steadily until it reached its' peak. She slammed her hand down on the ignition. "Now Alex! Hit it!" Sam screamed.

Alex pressed the power on the Walkman, sending a pulse of energy racing through the ship. The entire ship shuttered, but the pulse was powerful enough to rip a temporary hole in the gravity field. Their previous burst of fuel gave the girls enough momentum to fly clear from the beam of gravity, but as Sam had feared the ship's systems were fried by the EM Pulse. They were free... TOO free. They were out of control.

Sam stretched her stiff limbs and undid her seatbelt, standing up and walking over to kneel beside Clover, who was still on the floor. "Are you okay Clover?" she asked worriedly.

"Just a small bump. I'll be fine Sammie." Clover grunted and rolled out from under the seat, nursing her wounded arm and climbing to her knees. Sam nodded and stood up.

"I have to get this ship's systems running again as fast as possible, or we won't be able to do anything but watch while the Earth is obliterated, unless we suffocate first. You two stay up here and call me if there's any more trouble, alright?" Sam said. The other two girls nodded silently, so Sam turned to head into the back, making her way into the compartment where modifications to the ship's engines could be made.

She crawled up between them and pulled one of the panels off. The circuit boards looked to be in good enough shape to carry them onward, the only trouble was there was no juice. Unfortunately, Sam didn't think anything in their arsenal of gadgets would give them enough power to run both the oxygen tanks and the engines. But maybe...

She started pulling wires and crossing them carefully, keeping an eye on what wire was going where. It was a fairly slow process, but she didn't want this to be trial and error. An error could mean an explosion, and that was not an acceptable risk.

She looked down when she heard a set of footsteps approach the engine panel Sam was lying in as she worked. "How's the fixing going Sammie?" Clover's voice asked from the corridor.

"I'm trying to make the engines and the oxygen tanks run on the same power source. We'll only get half performance out of each, but we won't suffocate or float forever." Sam gasped as a small electric surge ran through her body when her hand came in contact with the old burnt out battery. A residual charge... if it had been fully charged she'd be dead.

"Sounds like it's not going well." Clover commented.

"As well as can be expected since I basically have no clue how this thing's put together. I'm mostly assuming it works like computer power supply." Sam tossed the useless battery out of the small panel and resumed her rewiring of the ship's engines. "How's the arm?"

"Nothing I can't deal with." Clover replied. Sam heard Clover slide down to a sitting position on the floor. "I'm sorry I busted your chops over the Arnold thing... it's not really any of my business in the first place what you did or didn't do. I don't even know why I was so hung up over it. I'm sorry I called you a boring nerd."

"Don't sweat it." Sam replied. "We're all under a lot of pressure right now, and we're cooped up in this small space with not much to do. And... I'm sorry I called you a slut."

"For the record though... I so could've taken you if it wasn't for that gravity beam thing." Clover quipped.

"I'll take you up on that bet when we get back to Earth." Sam replied. "Could you run and get me the Sonic Disintegrator Boombox and the CATS?"

"Sure, but what are you going to do with them?" Clover asked curiously.

"Give us a really big makeshift battery." Sam replied. Sam pulled herself out of the compartment and looked over at her. "Trust me, I know what I'm doing." Sam said. Clover nodded and ran out to the bridge to fetch the required gadgets, bringing them back quickly. Sam took them and slid back into the small hole in the panel.

"What are you doing exactly?" Clover asked curiously.

"Well, sound waves generate energy." Sam explained. "Just, not enough to power a space ship usually. I'm thinking if I turn this thing on high, it'll be powerful enough to give us some juice."

"Won't that also blow up our heads or something?" Clover asked.

"That's what the Shield is for." Sam explained patiently. "Not only should it shield us from the sonic vibrations, but it'll also create an echo effect inside the bubble, generating even more sound waves to power the ship. At least, that's my theory."

"And if your theory is wrong?" Clover asked.

"We all get REALLY splitting headaches." Sam smirked as she slid out. "Everything's in place... cross your fingers Clover." Clover bit her lip and dutifully crossed her fingers as Sam reached into the panel and touched the CATS, activating a small pink bubble around the Boombox and surrounding energy conductors.

Sam pressed the power button on the Boombox and quickly yanked her hand back, letting the pink shield form itself into a perfect sphere. The two girls watched intently as the bubble began to vibrate, humming with the sheer force of the sound waves pummeling it from the inside. It almost seemed to begin glowing in the center of the bubble, which threatened to burst any second.

"Come on..." Sam clasped her hands in front of her. "Hold out... put all that energy where it belongs..." She pleaded. The bubble shimmered and glowed brightly... and suddenly the entire ship began to hum. Sam leapt to her feet and raised her arms in victory as the bubble settled into a steady vibration rhythm. "We did it! We're on our way again!"

"You're a genius Sammy!" Clover grabbed her and pulled her into a tight hug, a broad grin lighting up her face. "Come on, let's go get our butts to the moon and put a stop to all of this insanity."

"Be glad to." Sam stood up and turned to head to the cockpit with Clover right beside her. It would still be a while until they reached their destination, especially with the engines at half power, but it was only a matter of time.


	4. A Reluctant Hero

Brittany panted as she dragged herself out of the water for the last time, after exploring the Beverly Hills ocean for several hours in search of survivors as the sun made its way down toward the distant horizon. She'd found half a dozen people clinging to floating pieces of furniture on the surface or inside air pockets in the buildings, but she hadn't found anyone alive in the last hour. She knew there wasn't much hope after this. She was only wasting her energy, something she was running dangerously low on.

She pulled herself up to the black van they'd arrived in, where the survivors were resting and mingling. Mandy was supposed to be taking care of them, but she seemed more interested in talking with her mother, who was sitting just inside the van looking tired but otherwise unhurt. Brittany could understand worrying about one's mother, but not at the expense of everyone else.

She pulled off the heavy UPWATI as she pulled herself toward the van, stopping where a young boy was sitting on the grassy hill and kneeling down beside him. She put a hand on his shoulder. "You feel okay?" She asked.

"I... guess so..." The boy was shivering from cold and fear, barely able to respond. Brittany sighed and patted his shoulder for another moment before turning to check on the rest of the survivors. Luckily, there didn't seem to be any problems that some bed rest and warm cocoa couldn't solve, but she wasn't a doctor and it was better to be safe than sorry. So she stood up and approached Mandy and her mother inside the van.

"Mandy, we need to get these people to the hospital to make sure there's nothing seriously wrong." Brittany said. Mandy looked over at her, almost surprised at her presence. She nodded in a moment however.

"Yeah. Come on mom, get inside and we'll take you someplace you can rest." Mandy turned to help her mother crawl into the back of the van. Brittany shook her head and moved to help the other survivors climb into secure positions. She would have to drive carefully; the van was still full of gadgets.

"Be careful not to touch anything." Brittany ordered. The people were in no mood to argue, so she got a chorus of nods all around. Mandy looked like she wanted to stay in the back, but they needed to talk. "Mandy, come ride in the front with me will you?"

"I'm good back here." Mandy said.

"Now." Brittany narrowed her eyes darkly. Mandy rolled her eyes and gave her mom a gentle smile before sliding to the exit and climbing out of the van. Brittany closed the van's rear doors and turned to head to the driver's seat silently. Mandy climbed into the passenger's seat, looking a bit annoyed with the whole thing.

"You're relieved to see your mom... I understand that." Brittany said softly. "But there were other people out there... people who needed just as much help as she did. Maybe we could've found some more of them if you'd gone back to help me instead of spending all your time in the van." She struggled to maintain her composure as she drove along the freeway toward the Nevada Mountains, where they would be protected from the flood... for now.

"I got what I went to look for." Mandy replied. "I didn't actually promise to do any more than that. My mom's safe, that's all I care about. Now we can head to our summer home in the mountains and ride all of this madness out." Brittany struggled to keep her composure.

"There are other people who need help." Brittany told her.

"That's not my problem. I don't want to do this, and nobody can force me." Mandy replied.

"Is this a Goddamn TV show to you?" Brittany growled, quickly losing her composure. "Does the rest of the world just not matter? You found your mother and I'm happy for you, but there are thousands of people out there who will never see their mothers, fathers, brothers, sisters, lovers again because you were content just to sit in the van and swap stories with your mom. Maybe if you'd helped we could've saved more lives."

"Don't preach to me, I know how the world works." Mandy replied irritably. "I'm no hero. I can't do this, the only reason I did was to find my mom. I can't keep going, and I don't want to be a hero."

"That's the thing about heroes Mandy." Brittany retorted. "A hero is someone who doesn't want to be a hero. They just are because they want to help others."

"Well I don't. Now get over it and shut up." Mandy retorted. Brittany growled, beginning to see why WOOHP wiped her mind and let her go without a fight. She was next to useless, a spoiled little rich brat who undoubtedly had never done anything worthwhile in her entire life. It was girls like her who gave teenage girls like Brittany a bad name.

The rest of the drive back to Nevada was filled with tense animosity, until they finally pulled up outside one of the hospital. It looked like it was filled with survivors of the California sinking, but Brittany helped her own load move into the hospital while Mandy helped her mother move in and find a doctor who could help her quickly.

When she had the survivors admitted Brittany turned to leave. "I hope you all get well soon." She called back.

"Bless you girl." One of the elderly men replied with a gentle smile. Brittany smiled back and nodded before turning to head to the lobby, walking for the door. It was obvious Mandy wasn't going to be joining her. As if she had any idea what to do now. Some said they saw on the internet that floods were happening on every coast of America, but they couldn't find anything about other countries, since wireless signals no longer worked.

She stopped in the lobby when she saw Mandy emerge from one of the hospital rooms, rubbing her forehead and moving to plop down in one of the chairs. Brittany paused, then turned to approach her concernedly. "Mandy? You okay?" She asked. Mandy didn't respond, didn't even look up at her. Holding her head in one hand, hiding her eyes. "What happened?" Brittany sat down in the chair beside her, genuinely worried now.

"None of your business, go away." Mandy's voice shuddered. Brittany reached up and put one hand on her shoulder, squeezing gently.

"What happened Mandy?" She asked soothingly. Mandy sniffled but didn't push her away, bringing her other hand up to completely cover her face. "Is it your mother? Is she okay?"

Mandy let out a shaking sigh. "The... the flood was too much stress..." Mandy gulped and wiped at her eyes, which were bloodshot with red cheeks. "She... she went into labor..." She sniffed and looked down, her shoulders slumped. "It was too much... It was..." She shook her head and put her hand over her eyes again. Brittany didn't need her to finish, she knew what stress could do to an unborn child.

"I'm so sorry Mandy..." Brittany said softly.

"I thought... everything would be all right." Mandy shook her head, squeezing her eyes shut. "I thought we would go on with life now... I thought we could get everything back..." She trailed off.

"I know... I would like nothing more than to go home and make it so that none of this ever happened." Brittany said. She knew Mandy was a spoiled girl... but she also knew that could only make such a loss even worse. Mandy was used to getting everything, and having everything go her way. For such a blow to be the first thing to crack that shell of confidence...

"But we can't... all I can do now is go do whatever I can to help make sure that as few of these kinds of things happen as possible." She said. Mandy shook her head and scowled.

"Pointless, we can't stop anything. I can't do a Goddamn thing..." She sniffed and looked over at Brittany angrily. "And I don't need you telling me that I'm a selfish bitch again. I'm not in the mood for that."

"I'm not going to." Brittany patted her shoulder and stood up, looking down at her partner. Mandy looked up at her through her tears. "I hope you get your life on track Mandy... I really do." She nodded politely and turned to leave, heading out front and making her way back to the black van. Mandy wouldn't be much help even if she did come at this point. It was best to let her sort her life out.

Brittany climbed into the van and headed down the road, yawning and blinking rapidly. She was exhausted from the rescue operation. A good night's rest would do her wonders... she wouldn't be any good to anyone like this anyway. So she pulled up outside a modestly sized hotel away from the infamous Las Vegas Strip and climbed out of the van.

She could see nearby in the fading sunlight that an older man with gray hair was standing on a street corner, holding a Bible in one hand and wearing a thick black coat with a white collar. "It is time for us all to turn to the Lord, for He has come to pass his judgment on the world. The end has come... repent your sins now, or only a lake of fire awaits you!" It sounded inspirational, though honestly Brittany was more worried about the giant lake of water than a lake of fire.

Brittany shook her head and turned to walk into the hotel, stretching and letting out a yawn as she approached the clerk. "I'd like a room please." She said warily.

"That'll be twenty-five thirty for the night." The clerk told her. Brittany reached into one of her pockets for her wallet and slapped the money down on the counter. "Enjoy your stay. We haven't been getting much business today, something about a catastrophe somewhere. I don't really care if it doesn't affect me directly."

"I'll remember you said that." Brittany took her key and headed into the back, making her way into her room and locking the door behind her. She sat down on the edge of the bed with a yawn, pulling out her X-Powder to try to get a signal. Of course she failed, so she stood up and unzipped her WOOHP uniform, stepping out of it in her black bra and panties and falling into the modest but relatively comfortable sheets, snuggling herself into them.

It didn't take her long to fall asleep; the day long rescue had taken a lot out of her. She awoke surprised to find the sky still dark outside, the stars twinkling high overhead. She rubbed her eyes in confusion and stood up from the bed, walking to the window to look up. She gasped when she saw what looked like a solar eclipse... but the moon was definitely far larger than it should have been. It hadn't quite doubled in size, but it was enough so that anyone with eyes could notice it. And with the sun shining from behind it, it almost seemed to glow red.

"Maybe that preacher wasn't so far off..." Brittany mused to herself as she pulled away from the window. She quickly pulled her WOOHP uniform on again, gathered up her things and turned to leave, heading out to the lobby with her key. "Hey, I'm leaving now." She walked up to the counter, but couldn't see anyone around. "Hello? I need to return the key." She insisted.

Finally she dropped the key on the counter and turned to leave. The moment she went down the small step outside and heard a soft splash she knew what the problem was. A quick scan around confirmed it; the entire valley was slowly beginning to fill with water. It would still be a while before it began to flow in earnest, but it had begun.

She jogged to her van and climbed in, shoving the key in ignition. She had to get out of there... but Mandy was still at the hospital, and likely wasn't in the right state of mind to flee. If Brittany left now, she'd probably be leaving both Mandy and her mom to drown in the coming tide. She couldn't stomach doing that, so she sighed and turned the van around, driving through the slowly rising water back toward the hospital.

It was a pretty difficult drive. The water was not only rising, but there were dozens upon dozens of vehicles all struggling through the liquid in an attempt to flee before the water got too high to drive through. Many people had outright abandoned their vehicles and made a run for it, leaving their cars in the middle of the road. More than once Brittany had to use her hefty van to knock smaller cars out of the way, but eventually she made it to her destination.

The van skidded to a stop outside the hospital as the water rose up to the van's door, sloshing underneath the vehicle dangerously. Brittany ran forward, charging into the hospital and looking around. It was empty; everyone was on the road trying to get out of town. Brittany ran through the hospital, searching everywhere she could.

"Mandy! Are you in here!?" Brittany yelled. It was possible she'd left... but Mandy's mom was likely in no position to leave so soon. As she'd thought, she soon found Mandy in a hospital room bending down over her mother, holding one of her hands. "Mandy, we have to get out of here. This place is going to be underwater any time now."

"My mom can't move... I'm not leaving without her." Mandy replied.

"We can bring her with us!" Brittany marched up to them, but stopped when she saw the woman lying on the bed, her eyes closed and her chest still. She didn't look like she was resting... but hadn't Mandy said her brother was the victim? No... Brittany now realized she hadn't said that, Brittany just assumed it. The stress of being caught in that situation must've been more than Brittany had thought.

"I'm not going..." Mandy repeated shakily.

"I'm sorry... but we don't have time for this. If you stay you'll die too, and she wouldn't want that." Brittany said quickly.

"Leave me alone..." Mandy said softly. Brittany tried to think of a way to bring her around... but none came to her at the moment, and she really didn't have time to think one up.

"Sorry Mandy. But this is for your own good." Brittany brought her hand up, and brought it down on the back of Mandy's throat with a smack. Mandy's body twitched then began to collapse before Brittany grabbed her and held her in her arms like a child, running back through the now hip-deep water back to the van. Brittany threw Mandy into the passenger's seat, then climbed into the driver's side.

"KIRTT. RASH Mode." Brittany said quickly. Suddenly the vehicle around them began to shift, reshaping itself into a large, thick, and best of all airtight vehicle that was capable of rolling along the bottom of even the deepest ocean, though its air supply left something to be desired. It could only last for three hours, tops, before they ran out. Though the tank-like treads it rolled along on were great for moving across the rockiest of surfaces.

Brittany quickly put the vehicle in gear and started moving toward the east, where they could hopefully find some dry land before they ran out of oxygen. She really didn't know anymore. If the flood could reach this far inland, who was to say the entire continent wouldn't soon be submerged? Well she couldn't do anything about it but run, so that was what she would do. And try to save anyone she could.

Unlike California, this flooded city had an added danger. The city of flashy neon lights turned the waters that flooded in into electrical hazards as well. Flash frying anyone who was caught in the water once it reached high enough to engulf the flashing electrical signs that were the staple of Las Vegas' image. There was probably some symbolism in there, but Brittany didn't really care.

KIRTT moved through the water, pushing aside flooded cars and the floating bodies of those who hadn't escaped in time. Progress was slow, seriously hampered by the water and the traffic. There was no possible way they could make it out of the city in three hours at this rate.

"Uuughn..." Mandy groaned as she regained consciousness. Brittany checked to make sure the doors were locked, so she wouldn't do something foolish like open the door and try to swim back to the hospital. "My head... what..." Mandy grunted, looking around in confusion. "Where..." She blinked when she saw the water sloshing against the windows, almost high enough to engulf the vehicle.

"Good morning." Brittany said grimly. "Just in time to suffocate."

Mandy blinked in confusion, then sat up straight. "My mom!"

"Don't even think about it." Brittany said.

"You... you left her behind!?" Mandy demanded angrily. "Are you insane!? We have to go back for her!"

"Don't you even think about it Mandy! We're getting out of town... if we can." Brittany replied quickly.

"Let me outta here." Mandy grabbed at the door, but it was tightly locked against both sides. She growled and pulled at the door handle, then looked back at Brittany furiously. "Open the door!"

"Not a chance in Hell. The water's rising too fast, you'd never make it." Brittany said.

"I'll take that UPWATI thing." 

"As soon as the water level rises high enough, it's going to be electrified. The UPWATI won't protect you at all."

"Let me out!" Mandy lunged at her, slamming her shoulder into her chest and driving her back into the door. Brittany gasped in surprise, trying to fend her off as Mandy's hands gripped at her throat. "We are NOT leaving my mother behind! Not now! Not ever!" She howled maniacally, her hands closing around Brittany's throat tightly.

"Damnit... Mandy..." Brittany gasped for breath, trying to push at the infuriated woman. Her arms were locked however, the anger giving her more than enough strength to crush her windpipe. So Brittany quickly reached back into her backpack and whipped out her Tornado Windblast Hairdryer, giving it a moment to form in her hand before pressing it against Mandy's stomach.

"Get off of me." Brittany pulled the trigger. The blast slammed into Mandy's stomach, throwing her back. She bounced off the roof of the vehicle before falling and slamming into the door, finally landing back on her seat sideways, her limbs splayed. Brittany panted heavily, reaching up with one hand to rub her throat.

"Ughh..." Mandy twitched in pain, reaching up to rub her head as she sat up halfway. Brittany still had the Hairdryer aimed straight at her, her finger pressed against the trigger. "We... we have to go back..."

"She's gone Mandy." Brittany said again. Mandy looked away from her, a look of fury filling her eyes. "Your mother... your brother... they're both gone." Mandy shook her head and closed her eyes, turning to look at the window, though Brittany could still see her face in the reflection, contorted in rage. "We have to try to get out of here. There's still more we can do. Okay? Just cool it... I'm not responsible for your mother."

Mandy didn't respond, but she didn't attack again either. So Brittany lowered her weapon slowly, keeping an eye on Mandy until she dropped the Hairdryer and turned back to the steering wheel, moving them through the water toward the East again where they could hopefully find some dry land. Of course, the delay had cost them both time and oxygen, and they didn't have a lot of either one. Maybe KIRTT could turn into something else...

"KIRTT... Submarine mode." She tried, but the screen in the dashboard simply flashed an error message. "Wheeled Submarine mode." Brittany said desperately. The error message flashed again. "Waterproof-With-Lots-Of-Air mode?" Brittany asked hopelessly. Once again the error message flashed. Brittany swore to herself. The vehicle had already been engulfed by the waves by now. They simply weren't fast enough.

"Will you shut up?" Mandy growled darkly.

"Would you LIKE to join your mom in Heaven then?" Brittany asked. Mandy looked back at her darkly. "'Cuz I don't mean to be rude, but if we don't haul ass outta here that's exactly where we're going. And then we can say goodbye to not only ourselves, but everyone we might have been able to save." Mandy huffed. "I know, you don't want to be a hero. But think about this. Couldn't your mom have used a hero this morning? Wouldn't it have been nice if someone had stopped to pick her up while they were on their way out of town? Well there are hundreds of people out there who are thinking the same things. Nobody played hero for your mom... do you want everyone else to go through what you are?"

"Maybe I do." Mandy replied.

"Then maybe your mom didn't deserve to live if she taught you that kind of attitude." Brittany shot back. Mandy growled almost evilly, her eyes boring into Brittany's, but finally her expression softened and she looked out the front windshield. Suddenly she began to move over to Brittany's seat.

"Outta the way, amateur." Mandy grabbed Brittany pushed her into the passenger's seat, getting behind the wheel herself.

"What do you think you're doing?" Brittany asked.

"Driving." Mandy wiped the remaining tears from her eyes, grabbed the wheel, and slammed the pedal down to the floor, sending KIRTT flying along the bottom of the growing ocean like a large steel bullet. Brittany gripped the arms of her seat as they began to fly through the water, the weight of the vehicle allowing it to move swiftly despite the water.

"Mandy, if we slam into something and crack the frame..." Brittany began.

"Don't tell me the consequences of failure. I hate knowing the consequences of failure." Mandy gripped the wheel as KIRTT barreled into a pair of cars in the middle of the road, sending them floating off in different directions while their vehicle roared onward with a hefty dent in the front bumper. They slammed into another, sending it flying and further cracking the hood.

"Mandy!" Brittany exclaimed when a small stream of liquid began to drip in from the dashboard.

"Shut up shut up shut up!" Mandy shouted back, taking them right between a pair of busses that had stopped next to each other. They were barreling down the street toward the freeway, which was packed with people all once struggling to get out of the city, though now only the ones who didn't make it remained in place.

Brittany braced herself and squeezed her eyes shut as they collided with the first few cars, barreling straight through them and continuing onward while they moved aside to slam into yet others in a deafening cacophony of sound. KIRTT's hood held, but more and more water began to pour into the vehicle, surging with electricity.

Suddenly Mandy let out a yelp and brought her foot up off the petal as the water splashed over it, giving her a shock. "Geeze that hurt!" She complained. "I can't touch the petal!"

"Here, I've got something." Brittany whipped her backpack off and pulled a Mighty-Fine Expandable Mascara Brush, leaning down under the dashboard and holding it over the petal. She pressed the extension button and the rod unfolded, one side slamming into the dashboard while the other hit the petal under the water, pressing it all the way down. Brittany yelped as the electricity ran through the rod to her hand, pulling back to her seat quickly.

KIRTT rolled onward, the tank-like treads tilting upward in the water to land on a nearby car, carrying them straight over it. Brittany looked up quickly to see that they were heading uphill... in fact, they were approaching the ocean's surface.

"We're almost there! Keep going!" Brittany shouted as KIRTT rumbled up the incline. She had her thighs pressed against her chest, struggling to keep from being touched by the electrified water that was gathering on the bottom of the vehicle. Mandy had her legs crossed in front of her, gripping the wheel tightly and eyeing the water.

"Gagh!" Brittany jumped up onto her headrest as the water rolled up onto the seat. She clung to the small thing for dear life, looking over to see Mandy twitching, not moving away from the wheel. "Mandy, get off the seat! You're gonna be friend!"

Mandy growled darkly, not moving away from the water. "Almost... there..." She struggled to keep the vehicle moving straight, until finally the top broke out of the water, emerging into open air.

"Mandy you did it! A few more minutes!" Brittany exclaimed. KIRTT rolled onward, eventually making it all the way out of the ocean. Brittany grabbed the door handle on her side and shoved it open, giving the water a place to spill out onto the ground outside. Mandy was panting and leaning back in her seat, so Brittany dropped to her chair and kicked the Mascara Rod off of the petal, bringing KIRTT to a full stop.

She slid over to Mandy and grabbed her, holding her up before she could slump over weakly. "Mandy! Are you okay?" She slapped the girl's cheek lightly. Mandy opened her eyes wearily, looking drained but unheard.

"My muscles hurt..." Mandy whined pathetically. Brittany let out a soft sigh and smiled down at her.

"You'll be fine Mandy..." Brittany told her softly. "You did good, but why don't you let me drive for a little while?" Mandy didn't object, so Brittany moved her to the other seat and climbed in behind the wheel. "KIRTT, Van Mode." The large tanker flashed and reshaped itself into the form of the black van she'd been driving before, with all of her gadgets stored in the back.

"Remind me to... get one of these when this is over..." Mandy quipped breathlessly.

"I'll buy you one myself, hero." Brittany smiled and drove up the hill toward the mountain, away from the rising waters behind them. One hurdle jumped... and only God knew how many were left.


	5. Luna Landing

"So then what happened? Come on girl, we need all the details you can give. Did he hold your hand at least?" Alex asked excitedly as she and Clover gathered in front Sam, staring at her with wide eyes and smiles. Sam was still a bit huffy about being forced to share details of her not-so-romantic night with Arnold, but they refused to let the topic die and she didn't have any place to run.

"Well, he might have touched my hand at some point. I don't really remember, I kind of forgot after fighting for my life five minutes later." Sam smirked. She turned to Clover as the blonde opened her mouth. "For the sixth time Clover, no, we did not kiss, now get over it."

"I still can't believe you fell for Arnold." Alex tittered girlishly. "It seems so surreal to go from David to Arnold."

"Tell me about it. I know you're not exactly me Sammie, but you don't have to set your sights THAT low." Clover quipped. Sam grumbled under her breath and looked up at the control panel, relieved to find that the proximity alert was sounding.

"No more time for this girls, we're almost there." Sam climbed up from the floor and took the pilot's seat, listening as her friends took the other seats in the small shuttle cockpit. The dark gray surface of the moon loomed large ahead of them, spinning through space so peacefully it was hard to imagine that it could pose a threat to anything.

"Any idea where or how to begin searching?" Clover asked, sitting in the co-pilot's seat beside Sam.

"Radar isn't working, so we're just gonna have to comb as much as we can manually." Sam took the ship off of autopilot and clutched the flight stick tightly as they entered the moon's atmosphere, which wasn't all that much of a shift from space. She pulled them up and leveled them out while Clover reached out and typed a command into the console, activating a pair of spotlights in front of the ship.

The ship hovered close by the ground, flying along quickly with the spotlights moving back and forth slowly in front of them. "Keep your eyes out for anything suspicious girls." Sam said.

"Like what?" Alex asked.

"Uh..." Sam stuttered for a moment. "I don't know, anything that doesn't look like dull gray rock."

"Got it." Alex replied. Sam shook her head and turned back to watch where they were going, swerving just in time to avoid a spike in the ground in front of them. They flew across the surface of the moon rapidly, their ship occasionally dipping down to skip harmlessly across the surface, kicking up a small cloud of particles.

"Why do so many people dream of coming here? It's so boring." Clover quipped.

"Hey, some people find peace soothing. Maybe you could try it next time you spend five hours waiting for a date to show up." Sam said seriously.

"Eh, how often does that happen? Most guys jump at the chance to go out with me." Clover shrugged. So the search continued, combing the surface of the Moon with great speed, but still not quite enough to search it all in the time they had left. A small gasp floated up to the pilot's seats from Alex in the back. "What's going on Alex? See something?"

"Look up girls..." Alex said breathlessly. Sam and Clover leaned forward to look up through the windshield.

"Whoa..." they breathed in unison when they saw the Earth hovering seemingly right above them. It almost seemed to be glowing through the darkness, a brilliant blue orb spotted with patches of brown. The blue seemed to swirl about itself with constant movement, and patches of white moved slowly across its surface, mingling with the blue in a blend that looked almost like a living thing. And the orb was looming large, engulfing the darkness around it in a brilliant coalescence of light.

"So beautiful..." Alex said softly. Sam couldn't help but agree, but this beautiful sight carried a deadly portent.

"We're running out of time." Sam turned back to the moon. "Don't get distracted girls, we have to find whatever's causing the moon to move and reverse it." Clover and Alex nodded in silent agreement and turned back to searching. Soon however Clover looked down in surprise when the console in front of her began beeping. "What's that?"

"We're picking up a... a transmission." Clover blinked in surprise.

"That has to be one strong signal to punch through the signal blackout." Sam said. "Can you decipher it?"

"I'll patch it into the speakers." Clover's fingers tapped at the console in front of her rapidly. Soon a sound began to come through the speakers. At first it was nothing but static, but in a moment a woman's voice could be heard coming through loud enough to distinguish.

"Stars rain down on the burning light sky..." A voice sang loudly... and rather badly... with the sound of water running in the background.

"It sounds like Sam in the shower." Alex winced.

"Yeah." Clover plugged her ears. "What kind of whack job would be taking a shower on the moon anyway?"

"The kind who's insane enough to try to cause the end of the world perhaps?" Sam pointed out. "Can you pinpoint the origin of the signal Clover?"

"No problem." Clover turned back to her panel. "It's coming from five miles to the... uh... left of us." Clover said. Sam turned their ship around and they darted in the right direction. Soon they came up on a moderately sized dome set into the moon rocks, buried slightly inside the moon's surface. Through one of the incredibly thick windows Sam saw normal lights, decorations, even a small stereo against one wall. The only thing separating it from any house in Beverly Hills was that the door stuck out a few feet, where there was undoubtedly an airlock.

"Well, this looks pretty cozy for a moon-house." Alex quipped.

"I guess if someone's smart enough to hurl the moon at us, they might be smart enough to move a pocket of atmosphere to the moon." Sam said. "Though I don't know why they'd want to live on something that's going to be destroyed any time now."

"Let's go ask." Clover suggested. Sam and Alex nodded, so they all stood up and pressed their collars, activating the thick glass helmets that surrounded their head, making their WOOHP uniforms completely airtight.

"Remember girls, there's no sound in space and we might not be able to use our suits' communicators, so hand signals." Sam reminded them.

"Right." Clover and Alex nodded. The three girls piled into the ship's small airlock, waited for the pressure to change, then bounced their way out onto the surface of the moon. Sam led the way toward the small house, hopping along like she'd seen in movies. She came to a stop in front of the door, moving slowly so as not to send herself flying off in a random direction. Her partners landed beside her.

Clover ran her hand along the door curiously, but looked over at Sam and shrugged when she couldn't find anything. Sam noticed Alex poking at a small electronic pad beside the door, trying random numbers and getting repeated 'incorrect' messages until she wound up and threatened to hit the thing. Sam jumped over and grabbed her, half to protect the pad, half to keep her from floating away from the momentum of her vigorous movement.

Sam knocked on her helmet and gave her a droll glare, at which Alex blushed and grinned sheepishly. Sam let her go and turned to the pad to examine it for the moment, then reached into one of her pockets and slowly withdrew a pair of innocuous looking sunglasses. She was sure Alex was making some kind of smart-ass remark as she raised them to the pad.

The Cyberjacker Sunglasses went immediately to work, a light flooding into the panel while the four digits in the display began to fluctuate quickly. One by one they fell into place, then the panel flashed green and the thick airlock door began to slide open. Sam jumped her way inside, waited for her friends to follow, then pressed the panel to begin pressurization.

Soon the girls fell more firmly to the ground as artificial gravity was implemented, and shortly after that the inner door opened into a homey room with all the furnishings one could want. There was even a refrigerator in the kitchen beyond a door along with cooking implements. It was as comfortable a home as one could ask for.

The girls lowered their helmets. "How much do you think the rent is on a place like this?" Alex quipped.

"Gotta be more than we'll make in our entire WOOHP careers." Clover replied.

"Ssshhhh!" Sam shushed quickly, listening. She could hear the running water from the back, coupled with the singing they'd heard before. Sam gestured for her partners to follow her towards the back slowly, careful not to make any noises. They slid through the hallway and Sam pushed a door open slowly, peeking inside. She could see the silhouette of a woman outlined in the fogged-over glass, washing her hair and singing badly to herself.

"Does that voice sound familiar to anyone else?" Alex whispered.

"Come on, we'll surround her while her guard is down." Sam slipped into the room slowly, reaching into her pocket for her Stuntan Lotion, holding it tightly in one hand while she slid up to the side of the door. Clover and Alex pulled out their own weapons, moving up to the other side while Sam reached for the handle on the shower door.

She quickly yanked the door open and stepped in front of it, pointing her weapon at the showering woman behind the glass. "Freeze and put your hands over your head!" Sam demanded quickly. The woman looked over at her in shock, freezing in mid-rinse with an astonished look on her face. They just stared at her, until Alex gasped.

"I recognize you! You're Lady Luna!" Alex shouted.

"Do you girls MIND!?" Lady Luna suddenly lowered her arms to cover her chest, her face turning red.

"Step out of the shower, you psychopath." Sam demanded. "You're going to help us, now."

"You storm into my home, interrupt my shower and begin ordering me about!? You must've been born under Mars..." She growled. "Can I at least have a towel?" Sam nodded at Clover, who grabbed a towel off the nearby sink and tossed it to her. Lady Luna wrapped the towel around herself and stepped out of the shower, still furious and red-faced.

"Okay now spill, how did you do it? And how do we stop it?" Sam demanded.

"I don't know what you're talking about, I've done nothing illegal..." She lowered her voice. "Except breaking out of prison..." She coughed and raised her voice again. "But I haven't hurt anyone since the last time we met. I only want to live a peaceful life now!"

"Don't play dumb. How did you create that gravity field between Earth and the moon?" She asked.

Lady Luna shrugged irritably "I used the antigravity research from a former colleague of mine to create a gravity bridge so I could get up and down from here."

"So you admit you created the gravity field. So you ARE the one who's trying to drop the moon on us." Sam smirked. Lady Luna blinked in surprise, staring at her. "You... you did know about that... didn't you?" Sam asked softly. Lady Luna slowly shook her head.

"Why in the cosmos would I want to destroy the moon while I'm living on it!?" Lady Luna demanded.

"Because you're insane?" Alex suggested helpfully. Lady Luna turned to walk to the window, wiping the moisture off the window and looking up toward the Earth. She gasped in surprise when she saw the bright blue sphere looming so close.

"This isn't right, the strip wasn't nearly powerful enough to do this." Lady Luna turned back to the spies, holding up her towel with one hand. "This... this is wrong. My charts never said anything about this... I must have overlooked something." She quickly rushed out of the bathroom into the back of the house, leaving the three spies staring after her, dumbfounded.

"Uh... what now?" Alex asked confusedly. "Do we arrest her or...?"

"Maybe we can get her to help us. It doesn't look like she wants to die any more than we do." Clover suggested. "And she's been up here a while, maybe she's noticed someone doing something strange."

"I'll go talk to her, you two look for clues. Even if she's not responsible for this, she said she got the technology from someone else. Maybe there's some records or something about who it is." Sam said.

"Will do Sammy." Clover and Alex said in unison. Sam nodded and turned to follow Lady Luna into the back. She found her sitting in front of a telescope, staring out at the stars that surrounded the Earth just outside the large window. She hadn't bothered changing out of her towel. Her breath was slow, almost radiating awe as she stared through the telescope.

"Lady Luna, we need-" Sam was interrupted.

"Ssshhhh..." Luna said softly. "It's amazing..." Her voice was shaking with excitement. "The cosmos is crying... all the tales of the stars are tales of sadness and sorrow... they are in mourning..." Her voice dropped to a soft whisper. "All of the celestial bodies I know, all of them are crying out in sadness... it's so beautiful... and yet... so sad."

"Imagine that." Sam coughed. "Look, we really need your cooperation in shutting down the gravity field, and getting the moon back where it belongs." Luna looked over at her from the telescope.

"Of course..." she stood up slowly. "But... if we shut down my gravity field generator, I won't be able to get back to Earth. I'd starve."

"Look, if you help us, I'll not only tell WOOHP to let you off for your crimes, I'll tell them to start DELIVERING everything you need to you." Sam said quickly. "Now come on, we don't have a whole lot of time left." Lady Luna stared at her steadily, as if studying her for something Sam couldn't name. Finally she nodded and straightened up, clasping her hands in front of her.

"Okay, let's do it. But first I must get dressed, if you'll excuse me." Lady Luna said.

"Of course, we'll be waiting in the living room." Sam nodded and turned to head back into the small living room, where Alex and Clover were sitting at a small laptop computer on a nearby desk. "You girls find anything?"

"We found the formula she used as a basis for her gravity beam." Clover moved aside to let Sam approach the computer. "Look familiar?" Sam blinked and examined the formula.

"It's Major Snell's antigravity formula..." Sam blinked in surprise. "So if anyone would be capable of modifying Lady Luna's beam, it'd be him. Or Jerry I guess, since WOOHP has it deciphered too." She stood up straight. "But we haven't heard about Snell busting out of jail."

"We didn't hear about Lady Luna's escape either." Clover pointed out. "And let's not forget she's still a suspect. We can't just take her word on it that she's completely innocent here."

"Agreed. But our best option right now is to go with her to shut down the beam, and try to get a transmission back to Jerry to tell him to check in on Major Snell." Sam turned to Clover authoritatively. "Go send a Light Flash transmission back. It'll take a while for it to reach him, but it's the best we can do."

"On it." Clover turned to head toward the airlock while Sam turned to Alex.

"Alex, run the computer system through your X-Powder and examine it. Somehow Lady Luna accidentally leaked a radio transmission through the interference, I want to know exactly how it happened. I'll try to distract Lady Luna while you're downloading." Sam said.

"On it." Alex turned back to the laptop, which was hooked up to the rest of the building's life support and communications systems, and hooked her X-Powder to it. Sam turned to head into the back toward the bedroom she'd spotted earlier, pushing the door open just in time to see Lady Luna finish zipping up the front of her blue space suit.

Lady Luna looked back at her in surprise. "Don't you girls ever knock?" She smirked.

"Oh... sorry." Sam smiled sheepishly. "Actually, we have a few minutes, and I was wondering if you could help me."

"Help you? With what?" Lady Luna asked.

"Well... you know, I've always wondered what my future holds... I was hoping you could tell me." Sam said. Lady Luna stared at her for a moment, then her eyes began to shine like jewels as she clasped her hands in front of her.

"Of course my little moonbeam! I would be delighted to share the knowledge of the cosmos!" Lady Luna grabbed her hand excitedly and pulled her back to her bed, reaching under it to pull out several large rolls of paper. She unwrapped them and spread them out on the bed, revealing large star charts, lists, and various other things Sam couldn't name.

"When were you born?" Lady Luna asked.

"Oh, uh... September 12th." Sam replied, remembering she had a part to play in this too. Lady Luna looked happy to have her field appreciated; so at least this was an effective distraction while her partners investigated her more thoroughly.

"Ah... sign of Virgo mark of the Virgin, no reflection on you I'm sure." Lady Luna smirked. Sam was about to protest, but she continued. "Second house of Venus, very tricky thing to read. Venuses tend to be rather practical and logical, love is a very tricky thing for them to find." She looked through her charts. "But the stars are in your favor sunshine, Venus is aligning with the sigil of Mercury, love cannot be far off."

Sam was still fuming over the virgin crack, but the last thing caught her attention. "Excuse me? Love cannot be far off? What do you mean?"

"Just what I said, Venus and Mercury are aligning to allow intermingling, love between them cannot be far off when two governing stars come so close together." Lady Luna sighed. "In fact, you may have already taken the first steps, the stars began to align at the beginning of the week." She said. Sam blinked in surprise. She'd begun her semi-relationship with Arnold just two days ago...

"Is that so..." Sam mused. Then she shook her head when she heard the bedroom door creak open. Alex poked her head in.

"Are we going or not Sammy?" Alex asked.

"Yeah, we should really get going. Thanks for your help Lady Luna." Sam stood up.

"My pleasure nova star." Lady Luna stood up, obviously in far better spirits now than she'd been before. "Now let's go save the Earth, the most precious star of all." She turned to stomp out of the room, grabbing Alex's wrist and yanking her along toward the living with. Alex yelped in surprise, struggling to keep up so she wouldn't be dragged along the floor. Sam followed quickly. "Do we have a way to get there quickly?"

"Our shuttle is right out front. Come on." Sam taped the collar of her suit, activating the bubble helmet. Alex did the same.

"Well what are we waiting for then?" Lady Luna slid her helmet on and fastened it down tightly. "Let's get going already." Sam nodded and they all climbed into the airlock, waiting for it to depressurize before heading out and bouncing toward the shuttle. They went through the airlock and made their way inside, where Clover was leaning against the fridge with a cold Pepsi in one hand.

"I was wondering when you were coming." Clover smirked.

"We'll talk about it later." Sam warned as she deactivated her bubble helmet. Lady Luna slid her helmet off and walked up toward the controls, her eyes wide and sparkling.

"Jupiter hold me, the equipment on this ship is light years beyond anything I ever worked with in the space program." She said in awe.

"Being law enforcement has its perks." Alex grinned.

"Can you give me the coordinates of your gravity-field generator?" Sam asked as she slid into the pilot's seat. Lady Luna slid into the seat beside her, still admiring the bevy of controls that lay before her.

"Of course, I'll input them myself." Lady Luna cracked her knuckles and went to work on the ship's controls. Alex and Clover watched from the back nervously, praying that she didn't find anything capable of blowing up the ship. But she didn't, and soon they were on their way across the surface of the moon. There were too many unknown factors to believe they were close to putting an end to the crisis, but they were making progress at least.


	6. Everlasting Wounds

KIRTT in black van mode wound through the mountain paths that they'd found on the edge of the city. The water was building up far below them, looking so much like a bowl being filled with water that it actually made Brittany crave soup. They were up high enough now to where they didn't have to worry about drowning for a while, but there was another concern the noticed as the van rounded the corner to give her a full view of the valley beyond.

It too was filled with water, glistening brightly in the harsh sunlight as the sun began to move down toward the horizon, slowly giving way to the ever-growing moon. Brittany brought the van to a slow stop, sighing and looking out over the growing ocean. There was nowhere else to go now... they were trapped on this mountain. Their only hope was rescue, and she had a feeling everyone was too busy rescuing themselves right now.

"Mandy." She reached over and tapped the sleeping girl's shoulder, rousing her from her nap.

"Bugh...?" Mandy looked around, disorientated for a moment. "What's going on?" She rubbed her eyes and sat up.

"I don't think we can run any farther." Brittany nodded toward the window. Mandy looked out the window, almost as if not comprehending the situation for a few moments.

"We're trapped...?" She asked. Brittany nodded. "But... but what about those UPWATI things?"

"Their air tanks are depleted. We'd run out of oxygen before we found dry land." Brittany replied. "Only place to go now is up."

"You mean climb?" Mandy asked, appalled.

"In a while. For now no harsh labor required. KIRTT, RATVAT mode." Brittany said. KIRTT began to shift again, reshaping itself into the form of a thick-steeled somewhat pinkish vehicle with tank treads and an enormous drill mounted where the grill had been moments before. "Fasten your seatbelt Mandy, it's gonna get pretty bumpy." The drill began to whir as the vehicle moved to aim into the mountain.

The drill cut into the rock easily, allowing them to burrow inside with only the RATVAT's headlights for illumination. The vehicle turned upward slowly as Brittany moved the drill, altering the direction of the carved path. Soon they were on an even incline, cutting through the mountain at a blistering pace. The vibrations were somewhat sickening though, and Brittany could see her traveling companion turning green.

About twenty minutes later they busted through the other side of the mountain, forcing Brittany to bring the vehicle to a stop before they left the tunnel and plummeted down into the seething ocean far below. Brittany turned off KIRTT, leaving it in RATVAT mode. "Time to climb. But we'll need to take as much with us as we can." Brittany climbed carefully into the backseat, where her gadgets had wound up.

"What for?" Mandy climbed into the back with her.

"You never know what you'll need, especially in these kinds of unpredictable circumstances. So carry whatever you can without being loaded down." Brittany replied. Suddenly she spied two pairs of gloves and grabbed them, holding the violet ones out to Mandy. "And put these on."

"I'm already wearing gloves." Mandy held up her gloves hand. Brittany pressed the back of one of her gloves lightly, causing three curved blades to pop out the front. Mandy yelped in surprise and jumped back.

"Catfight Claws. Good for climbing, which we're going to be doing a lot of." Brittany held the gloves out to her. Mandy took them while Brittany slid her own gloves on over her old ones. She then crammed her pockets with as many small gadgets as she could, stuffing yet more into Mandy's pockets amid squeals of protest.

"Watch your hands!" Mandy complained.

"Come on, we've got to get going." Brittany climbed out onto the RATVAT'S drill, balancing carefully. "Just whatever you do Mandy, don't look down." She called back as she looked down at the waves lapping against the mountainside. She gulped and looked up, plunging her Catfight Claws into the mountainside and pulling herself up.

She climbed up a few feet, then looked down to watch Mandy nervously crawl out onto the end of the drill. She looked up at Brittany with fear etched plainly on her features.

"I'm... uh... not exactly used to this." Mandy gulped.

"Relax, calm down." Brittany called back. "You don't want your hands shaking, that could dislodge you. The Catfight Claws are strong enough to create holds in the rock if you swing them at the right angle, and then just use your legs to push you up. Not out."

"I can't do this!" Mandy shouted back, huddling down on the drill. Her gaze fell downward and her body began to shiver.

"What happened to the girl who shoved me out of the driver's seat while we were driving in electrified water?" Brittany asked.

"Driving is a little different from THIS!" Mandy shouted furiously.

"CALM DOWN!" Brittany shouted. "You're going to fall if you keep that up!"

Mandy looked up at her and growled. "Like you even care Miss Spy Girl! This has all been easy for you! The saving, the running for our lives, you don't even care about the danger!"

"I'm scared too Mandy..."

"Shut up before I kick your ass!" Mandy screamed. Brittany blinked, then smirked slyly.

"You couldn't kick my ass with a size twenty shoe." Brittany challenged.

"I said shut up!" Mandy howled back.

"Make me!" Brittany taunted her. Mandy growled and jumped into the air suddenly, her claws arching toward the mountain. Brittany gasped and brought her legs up just in time to avoid the claws, which plunged into the rock, holding Mandy in place against the wall. Brittany scrambled to get further up the mountain before the assault resumed. "Is that the best you've got?" Brittany called back. "You couldn't scare an ostrich!"

Mandy growled and swung her claws again, moving up in an attempt to catch Brittany in the blade. Brittany moved quickly away from the blades, making her way up with practiced ease. Mandy followed after her more clumsily, her claws gouging large holes into the rock as she stalked her prey.

They climbed up the side of the mountain, at a frantic pace but in truth their progress was slow and there was a lot of mountain to traverse. Still Brittany wouldn't give up, moving on up the mountain and goading Mandy into following. She knew this couldn't keep up forever though. Mandy was still just an untrained civilian, despite the anger-fueled strength that had carried her this far. She was visibly shaking after a short time.

"Come on Mandy. I'm gonna get away from you." Brittany feigned moving further up away from her.

"I can't do this anymore..." Mandy whined. Her arms were shivering violently and she was practically hanging from the Catfight Claws embedded in the mountain. "I'm soooo tired..."

"Come on, I think there's a nook up here we can rest in." Brittany lied.

"Forget it... I'm just not cut out for this. I'm good at people skills and being popular, not this! My hands feel like gravel, my arms feel like dead weights and I've had an itch on my back for the last half hour that I can't scratch. I'm ready to go home now!" Mandy whined. Brittany growled and carefully picked her way back down the mountain until she was beside the violet-suited girl.

"You know there's no home to go home to." Brittany told her. "The sooner you realize that going backward isn't an option, the better off you'll be. You've been whining and comparing this to your old life the entire time I've known you... well it doesn't matter how it compares. This is where we are, this is what we need to do, and no amount of wishing or whining can change it."

"But I can't do this..." Mandy complained softly. "So tired..."

"I'm tired too Mandy." Brittany said truthfully. Her own arms were beginning to feel the burden, but she was better trained to keep going regardless. "But we can rest when we find a safe place. Maybe a place to call a new home, alright? Start a new life? Maybe it'll be as good as your old one, who knows?" She asked. Mandy just stared at her with tear-streaked eyes. She'd been through an awful lot in the last two days.

"Okay..." Mandy said softly, gulping.

"Okay, now you go first. I'll be right behind you." Brittany said. Mandy looked up and grunted as she pulled her body up after her claws. Brittany watched her, then when she'd moved up out of the way she slid over so that she was directly underneath her companion. She climbed up quickly underneath her, putting her head up between her legs so that Mandy was sitting on her shoulders. Mandy gasped in surprise.

"Keep going." Brittany grunted under the additional strain. She felt Mandy using the claws to pull herself up, though Mandy's added weight was definitely pressing most down on Brittany's shoulders. She was shaking in weakness, her limbs on fire as she struggled to move. But Mandy didn't stop, pulling herself upward with all the strength she could muster, and Brittany refused to let her fall by giving up.

"There's a ledge here." Mandy called down to her tiredly. "We can rest!" Brittany felt Mandy's weight being lifted off of her shoulders, looking up to see the violet uniform disappear over the edge of a small ledge. Brittany began to pull herself up painfully, but blinked when she felt Mandy's hands close about one of her wrists, yanking upward to bring her closer.

Brittany slipped over the edge and collapsed on top of Mandy, pinning her to the ledge. Mandy didn't really seem to care, sprawling out on the rock and panting heavily with her eyes closed. Neither of them moved, letting muscles burning with strain finally begin to cool down. A soft wind was blowing in from the ocean, which combined with their elevation to make for a rather pleasant cooling sensation.

"We... high enough...?" Mandy gasped breathlessly. Brittany mustered the strength to raise her head form Mandy's chest and look back at the ocean. It extended as far as the eye could see. It didn't look like it was rising right now, but it seemed to be coming in spurts. They still weren't completely safe.

"For now..." Brittany gulped tiredly, letting her head fall back onto Mandy's chest. "Let's just rest." Mandy didn't argue, so they remained on the small piece of sanctuary for several more hours, unspeaking and unmoving.

Finally they found themselves sitting with their backs against the mountain face, rested but still sore, staring up at the night sky as the very bright, and very large moon shone high overhead. Its light reflected off of the ocean waters, rippling in the darkness as the water weaved in its random, but unarguably destructive patterns.

"Where are you from?" Mandy asked curiously. "What's your exciting and troubled superhero past?"

"I was raised in San Francisco." Brittany replied. "My parents were pretty well off, so I lived a good life until WOOHP discovered me and decided I would make a good addition to their teams. I wanted to help the world, so now here I am. I'm not even that experienced at it, I only joined WOOHP a few months ago."

"Well that's not much of a story for a mysterious action hero." Mandy smirked.

"Sorry to disappoint you." Brittany smirked back. "If it helps I have had a few close calls on my missions."

"Close enough." Mandy and Brittany both chuckled. "Be honest with me, do we stand a snowball's chance of getting out of this alive?"

"There has to be someone alive out there. If someone comes by we can signal for help." Brittany replied.

"And if they don't come by?"

"I don't know." Brittany shrugged. Mandy sighed and patted her knee absently, pursing her lips in thought. Brittany didn't say anything else, letting the night remain silent until Mandy spoke again. 

"Hey, did you see that?" Mandy pointed out over the ocean.

"See what?" Brittany asked.

"I thought I saw something move." Mandy stood up with a pained grunt, trying to stare out across the water. Brittany stood up beside her, staring out into the darkness. Now that she was concentrating, she did see something moving down there. Quickly reaching into a pocket she took out a small finger-sized flashlight, shining it toward the object. "What're you doing?"

"Seeing if anybody responds..." Brittany replied. She flashed the light a few times, then lowered it, waiting for a response. Several tense minutes passed before a return flash came back. "Yes! It's a boat, with people on board. If we can get down there we'll be safe."

"We don't know those people, they could be killers or rapists or something." Mandy complained.

"It's them or starve up here, because I have no food." Brittany pointed out. At the mention of food both of their stomachs began to growl quite loudly. Mandy gulped and nodded nervously.

"Okay, now how do we get down there?"

"There's a small button on your left shoulder. Jump off the edge and push it, it'll open your Padded Shoulder Parasail." Brittany said. "Tell me you've parasailed before."

"Oh, sure. That I can do." Mandy nodded confidently. "We used to go to this fabulous resort every year, it was the most amazing- YAAAARGH!" Mandy screamed in surprise as Brittany shoved her off the mountain. Her violet parasail opened quickly, catching the air and carrying her quickly across the water. Brittany leapt out after her, opening her own parasail and floating after her through the air.

As they moved closer the boat became more distinguishable from the roiling waves. It was rocking pretty hard, but lights began to flash from it, shining up into the sky to light their way toward the vessel. Mandy swooped down toward it in an almost expert manner. She almost overshot it, but one of the ship's crew quickly grabbed her around the waist before she could fly off the other side.

Brittany however came up short, slamming into the ship's steel hull with a dull clang. She clung to the rail above her until someone grabbed her wrists and hauled her up on board the deck. She shook her head clear after the impact, quickly adjusting her clothing and detaching the parasail. She stopped when she saw a man in a black leather coat approaching with his hands behind his back. He had a strong bone structure, and sharp, calculating eyes.

"Welcome aboard the S.S. Unsinkable." The man smirked slightly as he said the name. His eyes seemed to be scanning her body carefully, taking in every fiber of her blue WOOHP jumpsuit.

"Thanks for letting us come on board instead of throwing us back." Brittany replied, a bit uneasy about his stare. "Is this ship yours?"

"Mine? Yes, yes it is." The man replied. " His eyes slid down to her body again. "That's a very interesting suit you have there... where did you get it?" His eyes flicked back up to hers searchingly.

"I bought it." Brittany said firmly. "I'm Brittany, and my companion over there is Mandy." She said. The man just stared at her steadily. "And you are, good kind sir...?" She asked.

"Mac..." He said at last. "Mac Smit, at your service." He bowed gracefully. "I would say to make yourselves at home, but these are desperate times and we can't let you wander around freely until you prove you're trustworthy. But we will make sure you get enough to eat for the night in your room." Mac gave her a warm smile.

"Thank you." Brittany wasn't sure whether to trust this turnaround in attitude, but the thought of food was immensely appealing.

"My associate will lead you down to your room." Mac turned to one of the other sailors, who approached. He was a stone-face man who looked about twenty or so, but his eyes were cold and dull. He almost looked robotic, but when he put his hand on her arm his skin felt normal, as warm as any. His voice sounded normal as well.

"Please, come this way young lady." He nodded and turned to pull her along the deck toward the door. Brittany cast a sideline glance at Mandy, who was already eagerly following another man down into the ship. Tempted by the offer of food no doubt. Well Brittany couldn't blame her. It had been over 24 hours since either of them had eaten anything.

They followed their hosts down into the ship and stopped at a thick, fairly well kept wooden door near the bottom of the ship. One of them pushed it open, revealing a good-sized cabin with a single bed sitting against the far wall. "Please make yourselves at home, your food will be brought down shortly." The man told them with a kind smile. Brittany thought it suspect that a sailor with such a gruff appearance would talk like that, but she walked inside anyway alongside Mandy. She also noted that the door lock clicked into place after the door was closed behind them.

"Well, this was a stroke of luck." Mandy stretched, obviously oblivious to their true situation. "You were totally right, maybe there is something to be said for trusting people." Mandy fell back on the bed with a satisfied sigh. "Now we can just stay on this boat until it all blows over."

Brittany decided not to alarm her somewhat naïve companion, so she sat down on the edge of the bed and pried off her boots and gloves, bringing her leg up to massage one foot. It was aching after the days spent cramped up; it was good just to kick off one's shoes after a very long workday. She heard Mandy rustling on the bed behind her, and saw her violet boots fly across the room.

Brittany looked over her shoulder to see Mandy had already taken her gloves and boots off, and unzipped her suit down to her chest, fanning air into the stifling and airtight outfit. "Don't get TOO comfortable." Brittany told her. "Boat or not, this is still a crisis situation. We could have to abandon ship at a moment's notice."

"Pessimist." Mandy stuck her tongue out at her. Soon dinner showed up at their door, which was unlocked and opened to allow it to be pushed in. Mandy grabbed the tray eagerly and carried it back to the bed without a word. Brittany thanked the sailor who brought it, though he didn't care much. He closed the door, locked it again, and disappeared. Brittany turned to walk back to her companion, who was eagerly digging into the 'feast' of soup and bread.

"This is the best soup ever!" Mandy exclaimed as she down the food. Anything would've taste good after unwillingly fasting for a few days. So Brittany sat down beside her and grabbed herself a different bowl and a few slices of bread.

After two bowls apiece they finished eating, setting their dishes aside and lying down side-by-side on the rather small twin sized bed. They both stared at the ceiling, though Brittany didn't feel the slightest bit tired. The day's events still had her wired and excited, even though she knew... or hoped at least... that the excitement was over for now.

"You ever been on a boat before?" Brittany asked idly to pass the time.

"Sure. Every summer my dad would take us a cruise out to a Hawaiian resort. I did a bit of everything there. Parasailing, parachuting, hula dancing. I remember always having a lot of fun out there... it was one of the only times I ever saw my dad." Her voice sounded solemn and morose, more than Brittany had ever heard it.

"Dad's a workaholic huh?" Brittany asked.

"Yeah. I'm not sure how he wound up with my hippie mother." Mandy sighed softly. "I think she was a trophy wife when she was younger... now he just keeps... kept... her around because he doesn't believe in divorce." Her voice fell silent, so Brittany decided it would be best to change the subject.

"Any brothers or sisters?" Brittany asked lightly.

"None that I know of. But it wouldn't surprise me if I had a few half-siblings out there somewhere from my dad's business trips." Mandy replied.

"You really hate him don't you?" Brittany turned on her side facing Mandy.

"Well... yeah, yeah I guess I do." Mandy turned to her side as well, right in front of Brittany. They stared at each other, resting and enjoying each other's company. "It seemed like he... y'know, stifled everything my mom was about. She always believed in freedom of expression and love and art... and all he wanted her to do was live high and look pretty. She was nice when he wasn't around, but those times he was home she changed... I hated it."

"Did he demand the same things of you?" Brittany asked softly.

"God forbid I do anything socially unacceptable or fall out of the social spotlight." Mandy smirked. "Perfect daughter for the perfect man... that's what he wanted. I tried to be the best at everything... now it all seems so Goddamn stupid... what was all of that worth? How does it help me now? Was there a point to all that if that life was just going to end?" She trailed off again, choking up. It was then that Brittany realized the problem.

"Do you know where your father is now?" Brittany asked.

"He was on a business trip... to Australia." Mandy replied. "Not like I care... the heartless bastard can drown for all I care." Her voice and her eyes betrayed the lie, but Brittany wasn't about to call her on it. "Just something else I don't have anymore... even if I didn't want it anyway."

Brittany looked down, unsure what to say now. There wasn't much she could say to comfort the girl. She was right after all. Her old life was over, gone in a flash... but however hard it was at first, it was in Mandy's best interest to face that fact and move past it. So Brittany moved her hand down to take one of Mandy's hands comfortingly, cupping it in both of hers and looked up again.

"Mandy-" Brittany began, but stopped when she saw that Mandy's eyes were closed, her breath fallen into a steady sleeping pattern. Brittany smiled slightly and sat up, reaching down to grab the blanket and pull it up over their shoulders as she lay down again. She put one arm on Mandy's shoulder and pulled her close, leaning her forehead against Mandy's, holding her body in a gentle, consoling embrace. She closed her eyes, and slowly slipped into a restful, cleansing slumber.


	7. Mission Complete

A massive yawn escaped Clover's lips as she leaned against the side of the shuttle, her eyes feeling heavy. They'd all gotten naps on the way to the moon from Earth, but they had been short lived since it hadn't been very comfortable. Now in the downtime on their way across the moon's surface to Lady Luna's antigravity-beam generator she was really beginning to feel exhaustion creeping up on her. But sleep would have to wait, because they would probably be there soon.

"This place is so relaxing, isn't it?" Lady Luna asked idly from the co-pilot's seat, leaning back and staring out the window. "We could sit still and relax for the rest of eternity, with no worries or interruptions." She took a deep breath and let out a contented sigh. "This is why I wanted to come up here... no non-believers breathing down my neck. Just the majesty of the stars to guide me."

"Yeah, it's great." Sam replied with fake enthusiasm.

"If you like being bored out of your mind." Clover grumbled. Soon they came over a small hill and saw a large machine looming ahead of them. It looked somewhat familiar, since they'd tangled with Major Snell's original anti-gravity device in the form of a satellite, but this one was embedded in the ground, pointing straight up into the dark sky.

Alex raised her hand like a schoolgirl. "Um, I have a question Lady Luna." She called toward the front. Lady Luna looked back at her.

"Yes, sunspot?" Luna asked.

"If you use that thing to get back and forth between the Earth and the moon, how did you get it up here in the first place?" Alex asked. Lady Luna just stared at her while Sam and Clover both turned to look at the former villain steadily.

"Uh... a big crane?" Lady Luna smiled nervously. The three spies just narrowed their eyes, mentally demanding the truth until finally she cracked. "Okay! I stole a rocket from NASA! But only because I couldn't afford the fifty billion dollars they wanted for one! But living among the stars has been my lifelong dream... I'm entitled to follow my dream aren't I?"

"How on Earth did you manage to steal a rocket without anyone knowing about it?" Sam asked.

"They're government, they don't want anyone to know when they lose something. It makes them look bad." Lady Luna shrugged. "Besides, I went through their program for ten years, I know how it works in and out. I was there right up until that upstart punk stole my flight..." She growled and clenched her fists in front of her, then suddenly sat up with a happy look on her face. "But enough about that, we have a device to turn off."

Clover exchanged a frightened glance with Alex while Sam turned back to her flying. "We're there girls, I'm going to set it down." Sam said as they neared the rather large device. The ship slowed until finally it hovered down to the ground. "Clover, go out with Lady Luna and help her turn off the machine." Sam said.

"Just me?" Clover asked in surprise.

"There's no reason for us all to go, Lady Luna's doing all the work. Just provide any support she needs." Sam stared at her meaningfully. In a moment Clover blinked, then nodded in understanding and stood up. They would need time to analyze the data they extracted from Lady Luna's computer, but they couldn't do that while she was around. Clover was a distraction.

"Okay, no biggie." Clover turned to head toward the airlock, feeling a bit like a babysitter. "You ready to go Lady Luna?"

"I was born ready sunshine." Lady Luna grabbed her helmet. "And please, you girls don't have to be so formal. Just Luna will do."

"Whatever." Clover mumbled as she pressed her collar to activate her bubble-helmet. She stepped into the airlock, waiting for Lady Luna to join her before depressurizing and slowly bouncing out from the ship, landing on the moon's craggy surface once again. Lady Luna landed beside her and gestured toward a small hole in the machine, bouncing toward it.

Clover followed after her as she slipped through the hole, activating a pair of lights on top of her helmet. Clover pulled out a little flashlight and turned it on as she slipped into the hole after her, finding herself inside a small chamber with computer consoles all around them. Some were glowing faintly, while others were dark.

Lady Luna turned to a particular console, so Clover bounded up behind her, looking down at it curiously. The glowing numbers didn't mean much to her though, so she couldn't tell if Lady Luna was turning it off or just playing with it. That made her a bit nervous, the woman was too unstable to trust, but there wasn't much she could do about it.

In a moment Lady Luna moved her hands from the console, the lights all around them going dim. Clover looked around slowly, moving her flashlight around the machine. It looked like everything was all shut down. She looked at Lady Luna, who gave her a victorious smile and a quick nod. She turned to leave, but Clover stopped when she saw a light blink to life on the other side of the room.

Curiously she hopped up to the console so that she was close enough to read the lone glowing message. UNKNOWN ANOMALY DETECTED. Clover blinked and looked back at Lady Luna, who had turned to watch curiously. The star-obsessed woman's eyes went wide, and she quickly gestured to the door, bouncing toward it. Suddenly Clover felt the very air around her begin to shudder, hauling her off the ground suddenly.

Clover slammed into the roof of the machine hard, grunting at the impact. She watched Lady Luna slam into the ceiling beside her soundlessly. The monitors all around them flared to life one by one, each flashing a warning or showing a slowly building gauge. Clover tried to push herself from the ceiling, but some force was holding her against it tightly.

The machine began to shudder violently, as outside the small hole she could see the surface of the moon fading from sight... no, the moon wasn't moving, they were. As the machine moved through the stars Clover was able to move from the ceiling, floating toward the exit. The moon faded fast below them, as did the pink shuttle Sam and Alex were in.

"Sam! Alex!" Clover screamed, though she knew it was useless. Sound didn't carry in space, she was just screaming to herself. She gulped and glanced back at Lady Luna, who looked just as confused and stunned as Clover felt. She looked out the entrance again, and gasped when she saw that they were hurtling straight toward the Earth at what must've been a blistering pace. She didn't feel it, but there was no atmosphere to slow her down out here.

She gasped in surprise when she felt Lady Luna shove her out of the machine, sending her floating into space. For an instant she thought she was being left for dead, but the astrologist quickly followed her out, coming up behind her and wrapping her arms around her shoulders. Luna's solar-powered jetpack flared to life, attempting to halt their plummet toward Earth. The machine hurtled past them toward the planet, but they didn't stop. They'd gained far too much momentum.

Clover straightened her legs, the heels of her boots retracting into two small steel jets as her Nuclear Powered Jetboots activated, adding more thrust to Lady Luna's jetpack. Their descent slowed a bit faster, but Clover was afraid it still wouldn't be enough as they approached the fringe of Earth's atmosphere. If they fell into it, nothing would save them from bursting into uncontrollable flames.

Thankfully they managed to stop their momentum, losing track of Lady Luna's gravity generator. Clover took a moment to compose herself after her near-incineration, breathing heavily and staring down at the blue planet. In fact it was bluer than she'd ever seen it. The oceans were engulfing every piece of land down there...

Lady Luna tapped on her bubble helmet, drawing her attention. She pointed back toward the moon, where they could see their space ship moving through the stars after the gravity generator. Clover was surprised when she heard a voice coming through the small communicator built into her bubble helmet.

"Clover, Lady Luna, is anybody there? Where are you?" Alex's voice sounded frantic even through thick static. They must have figured out how Lady Luna's accidental transmission pierced through the interference.

"Alex! We're here!" Clover shouted quickly. Lady Luna turned on her jetpack and flew toward the space ship. Clover followed with her Jetboots, flying through the stars as quickly as she was able.

"Clover, thank goodness. We thought you were still in the gravity thingy." Alex sighed in relief.

"Well we're not." Clover decided not to reveal that Lady Luna had saved her life. At least not yet. "Just open the airlock so we can get our butts inside."

"Oh, right." Alex replied sheepishly. Soon the airlock on the side of the ship opened, and Clover floated inside with Lady Luna. In a few moments, they were pressurized and the inner door opened, allowing them to move into the ship proper and remove their helmets. They both took deep breaths and let out a sigh.

"What the Hell happened out there?" Sam demanded as the two space-worn women plopped down onto nearby chairs to rest their shaking limbs. "Did the gravity generator malfunction?"

"No... someone else has one far more powerful than mine." Lady Luna replied. "And it looked like it was coming from Earth."

"Is there a way we can find it quickly? We're seriously running short on time here." Sam pointed out. It was true, Clover and Lady Luna had made it from the moon almost to the Earth in a matter of minutes at extremely high speeds. The moon would probably reach impact within the day if they didn't stop it or slow it down.

"Well if the gravity field that took my machine is still active, I should be able to trace it to its source." Lady Luna said.

"Come do it." Sam jerked her thumb toward the control panel. Lady Luna stood and walked into the front with her, leaving Clover to recover her composure in the back. She sighed deeply and put a hand to her head as Alex approached her.

"You okay Clover?" Alex put a comforting hand on her shoulder.

"I guess so... just a little shaken." Clover smiled up at her. "Guess I should be used to being scared after working for Jerry for so long." Alex giggled and sat down in the seat beside her.

"I'm glad you're okay. Me and Sam were so scared when we looked up and noticed that the machine was missing. It took us five minutes to realize it was floating off." Alex said.

"Well at least you found us before we ran out of oxygen or something. That's what matters." Clover replied. Alex nodded. "How did you break through the interference? Did the data from Lady Luna's computer help?"

"Yeah, apparently it has something to do with the gravity fields. I don't really understand exactly what it is, but Sam said Lady Luna got practice breaking through it because she's been working with these gravity fields for a while." Alex replied. "So we don't have anything that says she's responsible, just that she's worked with these things before."

"Doesn't mean she's completely innocent." Clover said, though she knew it wasn't likely Lady Luna would trash her own gravity generator just to prove to them that she was innocent. There had to be something else that they didn't know. They still hadn't heard back from Jerry about Major Snell...

"Hey, girls. Buckle yourselves down. We have a source for the gravity fields." Sam called back to them.

"Really? Where are we going?" Alex asked as she grabbed her seatbelt and slipped it on.

"Egypt." Sam said as she turned the space vessel back toward the Earth. They soon plunged through the atmosphere, turning into a large steel fireball until they broke through and moved down toward the planet proper. They couldn't see anything but a massive ocean from the surface far below, there wasn't a trace of land anywhere.

"Wow... the entire planet's sinking..." Alex said softly.

"Straight to Hell..." Clover added under her breath. The ship streaked across the top of the water, occasionally spotting large boats or patches of land on the otherwise waterlogged planet. They soon approached another indistinguishable section of the ocean, except that this one had a small triangle pointing out of it, that almost looked familiar...

"What is that?" Alex asked curiously.

"It's one of the Egyptian pyramids." Sam replied. "The gravity field's coming from inside."

"Who knew the Egyptians had such powerful tech?" Clover quipped.

"Ha ha." Sam put the ship on autopilot and stood up. "I say two of us go, while one of us stays behind to keep an eye on the ship and keep a lookout for anything... dangerous." Sam put special emphasis on the last words, her eyes shooting toward Lady Luna, who remained unaware of the implication. She stood and moved beside Sam.

"I would go, but my forte is space, not the ocean or desert." Lady Luna said.

"Why don't you stay behind with her Alex? And while you're at it, see if you can get in contact with Jerry and tell him how to break through the gravity field interference." Sam suggested.

"What? Why me?" Alex demanded.

"Please, just don't complain." Sam pleaded. Alex huffed and crossed her arms over her chest, but didn't voice any more complaints. "Okay, it's decided then. Come on Clover, let's get down there." Sam marched into the back, with Clover following close behind her curiously. They reached the side door and pushed it open, looking down at the roiling ocean below.

"UPWATI time?" Clover asked.

"No, too bulky. We need to be able to squeeze through tight passages." Sam held out a small tube with a hole in the side and a slit along the top. "Aqua Lips Waterproof Lipstick should hold out long enough." Clover nodded and took the tube, slipping it into her mouth. The pink face-shield slid up to comfortably fit across her face, making it airtight.

Sam leapt from the shuttle, with Clover following close behind. They dove into the water, moving through it toward the entrance of the ancient Egyptian artifact that had once been a mark of the desert. They swam down to the tunnel, where Sam reached into a pocket and pulled out a flashlight. They both blinked in surprise when they saw a heavy steel door covering the entrance.

They exchanged a knowing glance, then Clover reached into another pocket for her Laser Lipstick and swam up to the door. The laser cut through the steel with ease, creating a small hold in the middle big enough for them to move through. Once the steel swung inward the water began to rush through into the pyramid, pulling both spies into the tunnels and washing them through.

"Grab something!" Sam shouted as they swept down a pitch-black tunnel, illuminated only by the wildly flailing beam of Sam's flashlight. Clover's hand lashed upward, grabbing hold of a surprisingly smooth edge above her. Sam grabbed her waist as she began to float past, still being pulled by the rushing waters down into the depths.

"Uh... Sam?" Clover asked. "I thought the Egyptian tunnels went down into the ground."

"They do. Why?" Sam asked. She shined her light up toward Clover, who'd managed to grab hold of the edge of a hole that led up into a large, surprisingly green chamber. They could see plant life of every kind, swaying in some artificial wind. They both narrowed their eyes as a piercing light came on. Clover pulled herself up toward the hole, pulling Sam up with her so they could both look into the room.

The light was coming from a large spotlight on the other side of the room, hooked up to a large generator. There was also a computer console set against the wall... in fact; it looked like the entire place was covered in metal except for the plants, which were kept in pots. They didn't see anyone in the room except the plants.

"Who would hollow out one of the pyramids and make an atrium?" Sam mused softly.

"Let's go find out." Clover pulled herself up through the hole and stood up straight in the bright, plant-filled room. Sam pulled herself up as well while Clover walked out into the middle of the room. The plants were moving lightly, some almost seeming to reach toward the blinding light that filled the room and reflected off the steel walls.

"Hey, Clover. Come check it out." Sam said from the console on the wall. Clover walked over curiously. "These are the controls for a gravity field generator. Someone managed to convert this entire pyramid into a giant machine." She shook her head confusedly. "But I still don't get why..."

"To avoid being noticed, of course." A familiar voice replied. Sam and Clover both whirled, facing a man with a long white beard, wearing a loose-fitting cloak with a headband around his forehead. "Hello again girls... just in time to see the price for shirking Mother Nature."

"Professor Zero?" Sam stared at him in confusion. "You're trying to destroy the Earth? But... but you wanted to PROTECT the Earth!"

"Sometimes you must protect what you love through force." Rasputin Zero replied evenly, an unstable glint in his eye. "Regrettable, but unavoidable."

"You're not destroying this planet!" Clover howled and lunged for the deranged professor. She managed to make it mere inches away from him before a mass of tendrils wrapped around her, hauling her back away from him into the air. A deafening shriek erupted from the plants that held her aloft, waving wildly in the bright light that engulfed them. She grunted when she slammed into the ceiling, held aloft by the plants. Sam howled as she slammed into the ceiling beside her.

"Even God himself cleansed the Earth of the filth by purging the light along with the dark... so too shall it be now." Professor Zero grinned and walked through the plants toward the console. None of them moved to touch him, in fact it seemed like several moved to get out of his way. "Noah had an arc so long ago... and so do I." He tapped a few buttons on the console in front of him.

Clover and Sam looked around in surprise when they heard a deafening sound echo through the chamber. The hole they came in through closed tight, and all around them windows began to open. Rooms upon rooms separated by glass, filled to the brim with greenery of every kind either girl could imagine. Some of them were moving, and not with any wind. Creatures moved within the foliage, insects and animals of all kinds.

"Have you completely lost it?" Clover scoffed. "An arc won't help when the moon SLAMS INTO THE EARTH!" Clover shouted. Professor Zero smirked.

"I have no intention of allowing the Earth to be destroyed." He replied smoothly. "I can stop it at any time, and I will when I'm satisfied that the Earth has been cleansed. Then I will put the moon back into place, and the Earth will once again be the sole domain of Mother Nature." Professor Zero smiled and spread his arms to the greenery around him. "Protected from the whims of humanity for the rest of time."

"There's no way you can get ALL the humans with a flood." Clover pointed out. "And when the waters go back down, you'll have to deal with a whole bunch of pissed off people howling for your blood. Including us."

"I don't see how you'll be a threat to me, especially when you are given back to nature as well." Professor Zero smirked and snapped his fingers. The plants holding them began to writhe again, moving them toward one of the windows. It lowered slightly to allow the plants to hurt Sam and Clover through the air into the next pen.

"Aaargh! Oof!" Clover grunted as she slammed into the ground. Sam slammed into her back. "Urgh... why can't we ever land BESIDE each other...?" Clover whined. The spies climbed to their feet, rubbing their bruised body parts.

"I wonder what he meant by 'when we're given back to nature'?" Sam asked.

"I don't know, but at least it doesn't involve being digested by trees this time." Clover quipped. Both girls froze when they heard a soft rustling in the bushes around them. They slowly turned around to see a pair of eyes watching them from the darkness, almost seeming to glow in the lights that illuminated the entire pyramid with black vertical slits in the center.

"I suppose being digested by animals is better?" Sam smirked. Both spies backed slowly away from the bush, but the creature didn't move away. It just stared at them with those haunting, piercing eyes. Never blinking, never moving away from them.

Suddenly something leapt out from the side, bursting through the foliage with a frightening growl. Clover let out a piercing scream and stumbled back away from it, tripping over herself in her panic and falling to her back. The pitch-black panther came down on top of her, its hungry yellow eyes locked on her throat as it came down.

Sam grabbed her arms and yanked her back right before the large animal hit the ground with a heavy thump. "Come on Clover, run!" Sam shouted. Clover scrambled to her feet and took off at a run. The second panther joined the pursuit, running through the foliage beside them, pacing them easily as they ran through the bottled forest.

"Up!" Sam jumped straight into the trunk of a nearby tree and scaled her way up to the branches. Clover jumped on after her and went up, lifting her feet out of the way just in time to avoid a pair of claws that slammed into the bark below her. They both scrambled up the tree as fast as they could, climbing onto a pair of thick branches.

"Sam, was this really a good idea? Can't cats climb trees?" Clover asked. Already the cats had leapt up against the bark and were making their way up toward them.

"Yes, but they can't swing out of them." Sam grabbed her Expandable Cable Bungee Belt buckle and held it up, giving Clover a wink. Clover grabbed her own buckle and they both stood up, trying to ignore the panthers that were rapidly making their way up to them.

The bungee belts shot across the forest, wrapping around a branch and tightening around it. The girls leapt from the branch, bringing their legs up as they swung away from the cats just when they reached the lowermost branches. They swung through the forest, heading right for the window that separated them from Professor Zero.

"Let's bust outta here." Sam put both of her legs forward, the heels of her boots retracting to reveal two drills where they once were. The drills flared to life, whirring wildly as they slammed into the glass wall. The glass shattered with an ear-splitting crash, the shards raining down around them as they let go of their bungee cables, flying through the air into the main chamber of the pyramid.

"What!?" Professor Zero looked up in surprise, but couldn't move before Clover landed on him, drilling both of her boots into his stomach. "Aaargh!" He cried in surprise and pain.

"Sammie, go reverse the gravity thingy!" Clover shouted. "I'll take care of Zero."

"On it!" Sam ran toward the other side of the room while Clover rolled Professor Zero onto his stomach and grabbed his hands.

"You have no rights, speak and I will make you regret it." Clover took out a pair of WOOHP issue handcuffs.

"Stop it! The human race has earned its fate!" Professor Zero howled angrily.

"Hyeah I'd like to see you stop me." Clover smirked and reached down to put on the cuffs, but suddenly two brown tendrils wrapped around her wrists. Clover blinked. "Aw shiiiiiiiiaaaaaaaaa!" Clover screamed as the branches hauled her into the air, weaving her around wildly before hurtling her straight down into the floor with a jarring impact. "Huurgh..."

"People like you are the reason the human race has become so unworthy of the world." Professor Zero climbed to his feet and brushed himself off coolly. Clover groaned as the branches wrapped around her waist and lifted her off the ground, holding her suspended in the air. "So arrogant and blind that they can't see the danger. There are no 'innocent' people, everyone turns a blind eye to the plight of the planet."

"Plight of the planet? Hel-lo, you're the one DROWNING EVERYTHING!" Clover shouted. Professor Zero snapped his fingers and the branches whirled her through the air. Clover screamed until suddenly she slammed into the large trunk of a nearby tree, letting out a pained cry. The branches pulled her back and slammed her against it again, stopping only when Professor Zero snapped his fingers again.

Clover groaned in pain, hanging limp in the grip of the branches as they moved her toward the professor. He put a hand on her chin and lifted her head up to look at him. "The planet will heal only after humanity is wiped off of it. And that includes you." His gaze had grown darker since Clover had confronted him last. Where once hope and kindness for Mother Nature had shined now seethed only hatred for mankind. What could have possibly happened to him to cause this kind of change?

"Not today Ivy." Sam wrapped an arm around his throat from behind, her arm cutting off his windpipe. "Let go of Clover. Now." Professor Zero didn't waste any time in snapping his fingers. The branches let go of Clover, dropping her to the ground with a heavy thud. Clover grunted and lay on the ground, wrapping her arms around herself and looking up at Sam. "You okay?"

"I didn't need those ribs anyway..." Clover forced a smile. "What took you so long?"

"I was busy reversing the gravity field. The moon should be heading back home very soon now."

"It doesn't matter." Professor Zero smirked. "The world has already been cleansed... humanity will never recover from this. And nature will thrive again!"

"Shut up." Sam smacked him in the side of the neck with her hand, striking a nerve and knocking him unconscious instantly. He fell to the ground, and the branches all around them fell limp as well. Sam knelt down to help Clover climb to her feet, still nursing her throbbing stomach. "Are you sure you're okay? Maybe we should get you out of here."

"No, I'll be okay. We should stay and make sure nobody else tampers with the gravity thingy." Clover replied. Sam nodded and helped her move over to the control console in the side wall. Clover plopped down on the chair in front of the console with a grunt, her stomach still throbbing.

Sam took out her X-Powder, but picked up nothing but static. "Guess my X-Powder isn't strong enough to punch through the interference even with Lady Luna's modifications. Stay here a minute, I'm going to go see if I can contact Alex to get a message to Jerry."

"I'm not going anywhere." Clover replied. Sam smiled slightly and turned to walk back the way they came, taking the Aqua Lips out of her pocket. Clover just sighed and leaned back against the chair. Well this had been a heck of a mission, but they'd finally caught the bad guy. Though she wasn't sure they'd saved the world. They were victorious she supposed... but for some reason it didn't feel like much of a victory.


	8. Weathering the Storm

Mandy groaned softly and opened her eyes. She felt a bit stiff, having fallen asleep in a pretty awkward position. Her eyes widened when she saw Brittany sleeping peacefully right in front of her, her arms wrapped around Mandy's torso. She hadn't really been held like this before, by anybody, let alone another girl. It felt kind of comforting... but still a bit strange. The boat rocked curiously hard to one side, waking Brittany with a start.

"Huh...?" Brittany grunted dazedly, still half asleep. Mandy stared at her, then shoved her back right off of the bed. Brittany fell to the floor with a heavy thud.

"Don't touch me like that, sicko!" Mandy shouted.

Brittany raised her hand dazedly. "Good morning Mandy..." Mandy huffed and turned to pull her gloves and boots on while Brittany pulled herself up from the floor. Mandy stood up once she had her boots and gloves in place, putting her hands on her hips and turning back to her light-skinned companion. Brittany was rubbing her head and pulling her boots on.

"I'm going to find out what rocked the boat so hard." Mandy said sharply. Brittany grumpily waved her off, still fumbling with her boots. Obviously Brittany wasn't much of a morning person, so Mandy turned to march to the door... but found it locked. She looked, but couldn't find any kind of locking mechanism on the inside... they were locked in.

"Hey, we're trapped!" Mandy exclaimed.

"I know." Brittany replied calmly from the bed.

"You know!?" Mandy whirled on her. "You just let them herd us in here and trap us!? You don't know what they plan to do to us!"

"I didn't hear you fighting very hard." Brittany pointed out.

"Well you're the one who's USED to this crap!" Mandy shouted angrily. "How am I supposed to know when someone's leading me into a trap!?"

"Relax, chances are they're not going to hurt us." Brittany said.

"How the Hell do you know that!?"

"If they were they would've done it by now." Brittany explained with that annoying calmness of hers.

"They're saving us until later to fulfill their sick appetites. I mean look at me. I'm young, I'm beautiful, I'm supple. I'm any guy's dream. It's only a matter of time before one of them storms in here and ravages me!" Mandy's voice grew more panicked with each word. Brittany rolled her eyes and stood up. "We've got to get out of here... we've got to get out of-" Brittany slapped her across the cheek hard enough to sting, but not hurt her too badly.

"Chill out." Brittany demanded. Mandy silently sat down on the bed, staring up at Brittany and holding her red cheek. "They're not going to ravage us. I promise if they try I will stop them. Okay?" Mandy nodded slowly. Suddenly the X-Powder in Brittany's pocket began to beep. Both girls looked down at it in confusion. It wasn't supposed to be working...

Brittany pulled it out and flipped it open. "Jerry?"

The voice on the other end of the line was somewhat garbled, but it came through well enough to be understandable. "All WOOHP agents report to disaster relief areas. The waters are receding but we must act quickly to preserve what resources we have left, and save what people we can who did not make it to safe harbor in time. Repeat, all WOOHP agents report to disaster relief areas."

"Jerry?" Brittany pressed a few buttons, then tapped the side of her X-Powder with no effect. "Jerry, come in. Damnit, the X-Powder must not be strong enough to send a return signal."

"But that's good news, right? He said the floodwaters are going down! Soon everything will be back to normal!" Mandy shouted excitedly.

"Even after the water goes down, it'll be years before anything is normal again, if it ever is." Brittany replied. This brought Mandy's elation down a few notches. Suddenly the door lock clicked and a man pushed it open, stepping inside.

"The captain wants to speak with you." He said coldly. Mandy and Brittany exchanged a glance, then turned toward him.

"Alright, let's go." Brittany said. Mandy gulped and followed as they were led back through the moderately sized ship up to the deck. The sun was high in the sky, and to one side they could see the mountains climbing higher into the sky than they had the night before when they landed on the boat. The man they'd met the night before was standing against the railing, staring out over the water.

Mandy and Brittany walked up behind him, led by the arms by two nearby crewmembers. They waited silently for the man to turn back to them.

"It looks like the waters are receding." He said.

"That it does." Brittany replied, not letting on that they already got a transmission telling them as much.

"What does old Jerry have to say about that, I wonder?" Mac raised one eyebrow. Mandy blinked and looked at Brittany in surprise, but the more experienced spy didn't bat an eyelash.

"I don't know who you're talking about." Brittany said.

Mac smirked and approached her slowly, his hands crossed over his chest as he stared down at the lanky teenage girl. "I know you're working for WOOHP... and I know an opportunity when I see it." Suddenly the other crewmembers grabbed Brittany and Mandy, jerking their arms roughly behind their back and pinning them there with the strength of an iron cuff.

"Hurgh... what're you..." Brittany growled and stared up at the man. "You... look familiar..." She blinked, seeing him clearly in broad daylight for the first time. "Tim Scam!"

"You've heard of me? I'm flattered." Tim smirked.

"All WOOHP agents are warned about you." Brittany growled. "You're the most notorious criminal on WOOHP's database. A vengeful little troll who just can't wrap his brain around the fact he's nothing more than a second rate terrorist with a pitiful vendetta against those more powerful than he is." Tim Scam seemed nonplussed by the scathing description.

"That's the thing about natural disasters. They have a tendency to tip the balance of power." Scam grinned. "One just has to know how to tip it in the right direction."

"You'd use this flood to further your own ambitions!?" Mandy exclaimed in shock. "This is a DISASTER and you're thinking of nothing but yourself!?" Brittany looked impressed, but Tim Scam did not.

"On the contrary, after a disaster is the best time to look after yourself. Because no one else will." Tim Scam smirked.

"So if nobody's looking out for you, how did you escape prison?" Brittany asked. "If YOU broke out, it would have been all over the WOOHP network. Agents from all over the globe would be hunting you, but I never heard a word."

"Because I just broke out when the floods started. The water shorted out the power to the prison, causing the magnetic locks to open. I simply walked right out... after taking back what's rightfully mine." Scam reached out and touched one of the ship's crewmembers, reaching right into his chest and withdrawing a small ball of liquid silver.

"Ewe, what is that?" Mandy demanded.

"Scamlar. A handy invention I've been improving over time, eliminating weaknesses, improving strengths." He grinned. "By now, it's the most powerful substance on the planet. It was easy to use it to confiscate this ship from its crew and keep myself afloat while the rest of the world drowned. Finding you two in WOOHP uniforms out in the middle of nowhere was simply an added bonus. An opportunity I can't pass up."

"If you're going to threaten us into helping you you're wasting your time. Neither one of us is willing to serve you." Brittany didn't back down, keeping her head high and her back straight. "So take your goo and shove it."

"I don't need your cooperation. Just your DNA." Tim Scam suddenly hurled the silver liquid at her. Brittany tried to dodge, but the crewman behind her was still holding tight, holding her in place while it slammed into her chest, sticking like syrup. It dripped slowly down her chest, moving more quickly as it fell to the floor in front of her.

It expanded and grew until Brittany was facing a carbon copy of herself. "I seem to remember reading that you tried this before." Brittany smirked. "What's the matter? So out of your league you have to rely on old tricks?"

"Old device, new trick." The second Brittany said with a grin, though her eyes remained cold and lifeless.

"This Scamlar is capable of fooling those around it into thinking it's whoever it looks like... namely you." Tim Scam grinned as he approached her. He reached into Brittany's pocket and pulled out her X-Powder, handing it to his duplicate. "Nobody will ever see it coming before it strikes... once it determines the best possible time to bring the most chaos, anyway."

"It'll never work." Brittany argued. "One look in its eyes and they'll know something's wrong."

"Maybe." Tim shrugged. "But WOOHP will undoubtedly be occupied with the relief effort. I doubt anyone will pay such close attention to a random WOOHP agent... she'll be able to walk right up to Jerry and decapitate WOOHP. When that happens, the organization will fall into disarray, and the world will be left without a lifeline... until I come along to pick up the pieces that is."

"So you play the hero and wait for the nations of the world to declare you some kind of ruler." Brittany smirked. "I read you were out for revenge, when did you become interested in world domination?"

"Sometimes success is the sweetest revenge against those who hate you." Scam replied, then turned to his other crewmembers. "I don't need them anymore, take them below deck and get rid of them permanently. I don't need them sending out a warning or escaping." The crewmembers nodded and turned to head to the door that led down into the boat, shoving Mandy and Brittany along in front of them.

"Brittany, I think it's time to keep your promise of protecting me!" Mandy struggled, but she couldn't even begin to break her captor's grip.

"I'm thinking!" Brittany shouted back. The Scamlar sailors pushed them back into the room they were trapped in before, closing the door behind them and shoving them onto the bed. Each one pulled out a gun, the hammers clicking softly as they were pulled back to a ready position. "Gotta be a gadget or something..." Brittany said through gritted teeth.

"I'm too beautiful to die!" Mandy screamed as the Scamlar sailors leveled their weapons at the two spies. Brittany leapt from the bed in a spin, her foot lashing out in a wide arc. The sailors' hands liquefied on impact, the guns flying across the room. Brittany landed and in one swift move plunged her hand into one of the men's chests, but her hand embedded itself in the silvery substance, trapped.

"Damn liquid metal!" Brittany shouted, trying to pull her hand free. Suddenly she gasped. "Metal! That's it! I-" Her voice muffled as the sailor slapped a hand over her mouth, gripping her face tightly and pulling her close. It shoved her back suddenly, sending her flying into the wall with a violent impact. She grunted and slid down the wall limply.

Mandy slid back across the bed, trying to put as much distance between herself and the approaching Scamlar minions as she could. "C... come on... can't we work this out?" Mandy squeaked as their hands reshaped themselves into glittering silver blades the size of her arm. "I won't tell anyone! I'll keep quiet!" She screamed as they raised their blades over their heads.

Brittany howled as she charged in from the side, swinging her fist in a heavy punch. All three Scamlar sailor flew across the room as if hit by a wrecking ball, splattering into liquid silver chunks on impact. The liquid dripped slowly down the walls, already beginning to collect at the bottom. Mandy stared at Brittany in awe.

"How did you do that?" Mandy asked in amazement.

Brittany held up her arm, pointing to a pink bracelet. "High-Sensitivity Electromagnetic Bracelet. Can be set to repel metal. Now come on, we have to get out of here." Brittany grabbed her hand and yanked her up from the bed, running for the bedroom door. She kicked it hard enough to knock it off the hinges and ran out into the hall, glancing around quickly.

"This way!" Brittany pulled Mandy down the hall at a run. They took several passageways until suddenly they rounded a corner and came face to face with another Scamlar soldier. Brittany let out a scream and bent over backwards, narrowly avoiding the silver blade that passed right over her chest. She stood up straight and thrust her bracelet-wrapped hand forward, sending the soldier flying back into the wall.

"Over there!" Mandy shrieked and pointed as several more soldiers came barreling toward them from another hallway.

"This boat's gonna be swarming with them soon." Brittany said. "Head back the way we came quickly!" She held up her hand as the soldiers approached, but even as they swung their blows veered off-course or simply stopped in mid-air as if striking a wall. Mandy nodded and turned to run back toward their room, but let out a shriek and skidded to a stop to avoid slamming into more Scamlar minions.

Mandy ducked just in time to avoid the thing's blade, which cut the air inches away from her scalp. Her own hair rained down around her as she stood and backed away furiously toward Brittany. "Can't go this way!" Mandy shouted frantically. More soldiers were filing around the corner, moving toward her slowly with long hand/blades at the ready.

"No way to get away... gonna have to go through them." Brittany said.

"What!? Are you insane!?" Mandy shouted. Brittany put an arm around her waist and pulled her close, still holding the bracelet up in front of her.

"Stay close to me, and run on my signal." Brittany said. Mandy nodded and watched as the Scamlar soldiers struggled to get through the magnetic field, swinging their blades and lunging at them desperately. "NOW!" Brittany charged forward, bringing her arm back and swinging it in a wide arc to send those minions within range flying down the hall.

The two spies charged down the hall, running through small pools of silver on their way through. Brittany swept her arm at any others minions that approached, sweeping them into the wall with sickening splats. Finally they found the stairs and charged up them, running for the door with all their might. They hands were locked together, holding tightly.

They emerged onto the deck of the ship after breaking through the door, coming to a sudden stop. Tim Scam was standing on the other side of a veritable sea of minions. Apparently this stuff was good at replicating itself somehow... there had only been a fraction this many the night before.

"You WOOHP agents are so annoying. There's nowhere for you to go you know. Even if you get off my ship, it's only a matter of time before you drown." Tim Scam said. "It's hopeless."

"It's hopeless when we give up." Brittany released Mandy's hand and discreetly began to remove her bracelet. "And that's something we'll never do."

"Inspirational, but futile. Even your gadgets can't stop a bullet." Scam replied. His minions each raised a gun, leveling them at the spies with deadly accuracy. Mandy gulped and took a step back, but Brittany didn't flinch, clutching the bracelet in one hand. She reached back and grabbed Mandy's hand as well, squeezing it tightly.

"Don't need to stop them. Just avoid them." Suddenly Brittany thrust her hand toward the side of the ship, letting the bracelet go flying. The Scamlar minions between them and the side of the ship flew in every direction as the powerful electromagnet passed, splattering onto the deck of the ship or flying overboard. This opened up a clear path to the edge of the ship. "Come on!"

Brittany and Mandy darted through the gap in the enemies, keeping low and moving fast to avoid the hail of gunfire that erupted around them. Mandy's heart was pounding like a drum. She probably wouldn't have been able to move if not for Brittany pulling her along. And her heart must have stopped when they leapt over the side of the boat, bullets flying through the air on every side of them like hailstones.

They hit the water and sank beneath the waves, still holding hands tightly. Mandy started to swim back up to the surface, but bullets cut through the water all around her. Brittany yanked her to the side, swimming away from the large fishing boat as fast as she could. Mandy pumped her legs, trying to keep herself calm despite the bullets falling down on every side of her.

They swam until stars began to show in Mandy's vision. But soon the hail of gunfire subsided and Mandy could no longer see the boat behind them. Brittany turned upward, breaking the surface of the water. Mandy gulped the air in greedily, the stars dissipating from her vision as she slowly caught her breath.

"We've got to... find a way... to warn... WOOHP..." Brittany said between deep breaths, looking as worn as Mandy felt from the lack of oxygen. "You still have your X-Powder... give it here." Mandy reached into her pocket and pulled out the pink compact to hand it to her. Brittany opened it, then swore softly to herself. "Damnit... it must've been fried when you were electrocuted..."

"Speaking of which, why aren't we frying now?" Mandy asked. "We're still in Vegas aren't we?"

"The generators must've flooded and stopped working." Brittany sighed and dropped the useless gadget into the water with a small plunk. "We're stranded out here..."

"Don't you have some kind of gadget or something we can use to wait until the water goes back down?" Mandy asked.

"Hmmm..." Brittany started searching through her pockets with her hands, her tongue sticking cutely out of the side of her mouth in concentration. "Can't find anything... check your suit."

Mandy started rummaging through her own pockets, finding things she'd never felt before. She dragged out as many as she could and held them up out of the water. "Any of this turn into a boat or a life preserver or something?" Brittany took them and looked them over.

"I don't recognize half of these..." She said.

"You're the expert. Shouldn't you know what you brought with you?" Mandy asked in surprise.

"I'm still new at this okay? I've only been a WOOHP agent for a few months." Brittany replied irritably.

"Fantastic. I'm stuck with a rookie." Mandy grumped. She grunted when her head plunged under the water. She heaved and pulled her head out of the water, coughing and sputtering. She hadn't even noticed her limbs were giving out... she was getting tired. "Just find something." Mandy's voice shook nervously as she struggled to keep out of the water.

"Nothing." Brittany grunted in frustration and threw the useless pile of gadgets into the water. She looked around, then her eyes widened. "Hey, I see-" Her voice was lost as Mandy fell into the water again. She struggled to get back to the surface, but her limbs refused to move. She began to panic before she felt a pair of hands grab her arms, hauling her to the surface again.

Mandy coughed and sputtered, leaning back against her savior. "Thanks..." She said softly.

"Don't mention it." Brittany replied. "Come on, I see a table floating over here. We can rest on that." Mandy was pulled through the water as Brittany moved toward the table, keeping an arm around Mandy's chest to hold onto her. They finally reached the thick wooden table and Brittany pushed her up onto it carefully, letting her sprawl out on the surface.

Mandy panted and closed her eyes, happy to be able to let her muscles relax for a while. She opened them in a moment and looked over to see Brittany still in the water holding onto the table.

"Why don't you get on too?" Mandy asked.

"We'd weigh too much together, we might sink it." Brittany brushed a few small plastic chips away as they floated by her. Mandy blinked and looked behind her to see all kinds of things floating idly through the water. Playing cards, poker chips, chairs, all kinds of things undoubtedly floating up from Las Vegas' world-famous casinos.

"We're floating over the city." Mandy realized.

"Yeah... hey, check it out!" Brittany pointed suddenly, her eyes going wide. Mandy looked at her, then turned to look across the water. They saw a massive structure sticking up out of the water. It was dull gray and looked weathered by the flood, but it was still standing, not floating.

"Has the water gone down that much? But I don't see any other buildings." Mandy said confusedly.

"It's the Stratosphere Tower. Tallest building in the Western United States. Come on, we can hole up there and stop floating." Brittany swam toward it, pushing the table in front of her. She grunted and strained as she swam, obviously getting more tired by the second. Mandy watched her for a moment, then looked up as they reached the edge of the massive tower top.

Mandy grabbed the rails and pulled herself over them easily, her feet landing ankle deep in water on the top of the tower. She wasn't sure how tall it was, but even it must have been submerged completely at the height of the flood.

Brittany pushed the table aside and swam up to the rail. She grabbed the top and tried to pull herself up, but a small squeak of pain escaped from her lips and she fell back into the water. Mandy ran over and reached down to grab her quickly, pulling her out and up over the railing with a mighty heave. They lay on the ground, panting heavily.

"Does it seem like... we've been doing the same things... over and over...?" Mandy asked.

"Running from Mother Nature will do that to ya..." Brittany groaned tiredly. Mandy chuckled and sighed, staring up at the pure blue skies overhead. No more rising waters to outrun. No more maniacs to escape from. No more mountains to climb. Maybe things would finally calm down and they could move on with something less tiring.

"What do we do now...?" Mandy asked curiously.

"We get to WOOHP... try to warn Jerry. I just hope we're in time..." Brittany replied warily. And here they were trapped once again... well maybe their luck would start to turn around from here on out.


	9. Downtime

The endless ocean passed by underneath them as the large WOOHP spacecraft streaked over the slowly descending waters. It would be a while before they descended back to their regular levels, and even then Sam wasn't sure if they would be able to rebuild the world. How many people were left? How much equipment was left? How much food? Were all of the animals drowned? Crops destroyed? Did they survive only to starve to death?

"You okay Sammy?" Alex asked softly. Sam blinked and looked at her kind, brunette friend with the deep brown eyes. She smiled and nodded her head.

"Yeah, I'll be okay. Just taking stock, y'know?" Sam replied. "We haven't really had times to sit back... think about what it all means." She fell silent for a moment, tapping one fingernail against the cool glass of the window. "Maybe... maybe we didn't save the world this time. Maybe it was already over... and we just didn't see it."

"Awww." Alex wrapped her arms around Sam's waist and pulled her into a tight hug, resting her cheek on Sam's shoulder. "Of course we did Sammy. Jerry's still alive, and that means WOOHP is too. It also means Arnold's still there." She grinned and stared at Sam teasingly. Sam looked out the window as she felt a blush sweep across her cheeks.

"You know, my love life isn't really any of your business." Sam said.

"Neither is Clover's, but she tells us about hers." Alex pointed out.

"Like I WANT to hear about what she does with those boys..." Sam shuddered lightly. She'd heard more than enough stories from her friend to last her a lifetime.

Alex giggled. "See? Everything's not so bad is it? We have each other, our health, and Jerry." She smiled brightly. "So calm down... we'll be able to put our lives back together soon. Okay?"

"Okay, Alex..." Sam smiled back. She wasn't nearly as sure as Alex tried to sound, but she didn't want to depress her friend. "Everything will be fine." Alex grinned and sat down on the seat beside her. Up in the pilot's seat Lady Luna was flying, having the most experience with spacecraft after her training at Nasa for her not-to-be space flight.

"Twinkle twinkle little star..." Lady Luna sang softly to herself as she made minor course corrections on the panel in front of her. "You're so near and yet so far..." Clover looked up from the co-pilot's seat. Professor Zero was thoroughly tied up on the floor behind the seats, completely unable to move.

"What is it with you and the stars anyway?" Clover smirked. "You're totally obsessing over a bunch of useless crap if you ask me." Sam watched the exchange curiously from the back. Honestly, she'd been wondering about that too. She just didn't have Clover's sense of subtlety, or lack thereof.

"Say what you will sunspot, I know my star is going to start shining soon. I just know it." Lady Luna replied coolly. "And when it does, maybe I'll finally be able to get away from everyone without having my home hurled at the Earth. Speaking of which, you remember your promise to me don't you girls?"

"Don't worry." Sam said from the back. "I'll talk to Jerry about letting you off from the jail time. He's done it before, I'm sure he'll understand this time." Lady Luna sighed in relief and nodded, turning back to her console.

"Good. And don't forget, you said they would supply me with the living essentials too." Lady Luna said.

"One step at a time, okay? If I can keep you from being locked up for stealing a multi-billion dollar rocket from Nasa, I'll see about setting up pizza delivery for you." Sam smirked. Lady Luna let out a laugh and shook her head, looking down outside the front windshield.

"I'm just making sure I get what I deserve." Sam had a few less-than-supportive thoughts, but decided to keep them to herself. "Ah... it looks like we're here." Sam looked out her window to see the edge of the giant 'W' that served as WOOHP headquarters. She could see several people standing around the landing pad, including Jerry and Arnold.

"Take us in." Sam took a deep breath. "It's time to face the music..." Lady Luna guided the vessel down toward the landing pad, putting it into hover mode and slowly lowering it down on the roof. The gathered crowd watched them patiently, though Arnold looked jittery and anxious. Sam had to admit to a few butterflies in her own stomach as she stood and hefted Professor Zero off the floor.

The door opened and the stairs lowered to the ground. As soon as Sam, Alex, and Clover emerged pushing Professor Zero in front of them, applause broke out from the crowd. Sam blushed and searched for something to say as Jerry approached. Words failed her though. She hadn't expected this kind of welcome, especially with how much damage the world had suffered.

"Professor Rasputin Zero." Jerry watched the girls make their way down the steps. Lady Luna waited inconspicuously behind the three girls, obviously not eager to confront the man who would decide her freedom. "I never dreamed a man of your convictions would be behind this... what ever were you thinking?" Jerry demanded.

"Humanity has worn out its welcome..." Professor Zero replied darkly. "Sacrifices must be made for the good of nature..."

Jerry shook his head. "Take him away." Two of his suited agents approached, grabbed Professor Zero, and quickly dragged him toward the rooftop exit of WOOHP. Jerry watched them go, then turned back to his spies with a broad smile on his face. "Welcome back girls, and very well done. I'm so proud of you girls right now..."

"Proud of us?" Sam gestured to the ocean that still rose high on the building, though it was falling. "We failed Jerry... the damage is done."

"You've failed when you've given up, Samantha." Jerry approached her and put his hands on her shoulders. "You never have given up in your life... so you have never failed in anything." Sam sniffled and smiled slightly. "That goes for all of you. You've performed to the best of your abilities under the most trying circumstances imaginable. You all deserve a rest."

Sam looked back at Clover and Alex, who both nodded, their eyes masks of determination. Sam turned back to Jerry. "If it's all the same to you Jerr, we'd rather get back on duty as soon as possible."

"Pardon me?" Jerry said in confusion.

"We want to find our parents... they were on vacation when this all happened. We can't stand not knowing where they are..." Sam said.

"I understand your feelings... but for now, rest. You've done so much, you girls look exhausted." Jerry said. Sam opened her mouth, but Jerry raised one hand to stop her. "I won't take no for an answer. You won't do WOOHP or your parents any good in this condition. Now please, Arnold will show you to your rooms." He gestured to Arnold standing behind him.

Arnold approached them dutifully, holding his back straight and his head high for once. Sam stared at him in astonishment, amazed by the difference. Something had obviously happened while she was gone. "I'm glad to see you again Sam..." Arnold said softly.

"Arnold... I'm... glad to see you too." Sam ran one hand through her hair. "You look... different."

"I volunteered for training." Arnold explained.

"You're in training to be a WOOHP agent now?" Sam asked.

"He's a bright pupil too, if a bit useless in combat." Jerry said. He looked past her and saw Lady Luna loitering beside the spacecraft the spies had been using. "I see you girls picked up a guest on your way home." He commented. Sam looked back. Lady Luna noticed them and coughed, straightening up and fluffing out her hair.

"Yeah... she helped us find the source of the gravity field that was bringing the moon down." Sam turned back to Jerry. "She confesses to a few crimes... but given what she's done for us I request leniency."

"Yes, leniency, that'll work." Lady Luna moved between Clover and Alex to reach the conversation. "I didn't mean to do anything wrong, I didn't have a choice. And I more than made up for it by saving humanity, you know." Jerry stared at her drolly, then glanced at Sam.

"She did." Sam smirked. Jerry looked back at Lady Luna again.

"Then I suppose we have no choice but to thank you." Jerry nodded. Lady Luna grinned, but that faded when Jerry next spoke. "But I can't let you go scott free. A crime is a crime. I'll put you under a shortened sentence." Jerry snapped his fingers to signal more WOOHP agents.

"Hey... hey hold on!" Lady Luna struggled as the agents dragged her toward the rooftop exit. "You girls promised I wouldn't have any jail time! Let me go!"

Sam looked at Jerry as the woman disappeared into the building. "Jerr..."

"I understand, she'll be out by morning." Jerry nodded. Sam blinked in surprise. "I said it was a shortened sentence, I didn't say how short it was going to be." The three spies chuckled. "Now please, get some rest. At least for the night." He told them. Sam nodded. "Good. I obviously have some things to take care of while you girls get settled in for the night. So I'll bid you girls goodnight." Jerry turned and went into the building, leaving the girls on the roof with Arnold.

"Right this way ladies." Arnold gestured toward the entrance, not taking his eyes off of Sam. Sam coughed and walked toward the door, trailed by her two friends. Arnold caught up to her and walked beside her to guide her down the hallway.

"So... WOOHP trainee huh? How's that working out for you?" Sam asked as they walked companionably through the hallways.

"Not too good, honestly. I don't think I'm cut out for this, but Jerry offered and after he saved my life, it didn't seem like I could say no." Arnold replied. "We haven't really done much 'training' anyway. Everyone's been so busy with the disaster and all..."

"Don't give up Arnold. You'll get used to it." Sam said.

"Thanks... but I don't think so." Arnold turned down another hallway and soon stopped in front of a steel door. "This one's your room... the two past it are Alex's and Clover's."

"Thanks Arnold..." Sam smiled at him sweetly. Arnold returned the smile, shoving his hands nervously into his pockets. Clover and Alex slowly poked their heads up over his shoulders from behind, whispering in his ear.

"Kiss her. Kiss her. Kiss her." They chanted softly. Arnold blushed deeply and Sam growled.

"Get away from him!" Sam lunged forward, trying to grab hold of her friends. They darted out of the way and quickly disappeared into their respective bedrooms. Sam meanwhile had plowed straight into Arnold, leaning against him and shoving him up against the wall with her arms on either side of his head. He was blushing worse than ever.

"Uhh..." Arnold grunted nervously. "I should... l... let you get some sleep then." He nodded. Sam pulled away from him, feeling her own face turning red.

"Yeah... I'll see you in the morning Arnold..." She nodded. Arnold stepped aside, allowing Sam to quickly move into her room and close the door behind her. Silently she cursed Clover and Alex for putting her in that position. Arnold wasn't that kind of boy, and she certainly wasn't that kind of girl. They weren't about to kiss now, just because they happened to be together when this happened. Relationships based on shared stress never worked. If something happened it had to be in its own time.

That didn't stop her heart from racing, or thoughts of them together from running through her head as she approached the bed and threw herself down on it. She pulled the blanket up around herself, letting out a massive yawn as her body suddenly remembered how long it'd been since she'd had a chance to rest. Once her heart had managed to stop racing, she fell into a deep, dream-filled slumber.

"Sam!" A yell broke through the darkness, and Sam sat straight up in bed, her eyes going wide.

"What!? Who!?" She suddenly calmed down and rubbed her eyes, looking up at Clover standing over her. The blonde girl was giggling into her hand mischievously. "So not funny." Sam smirked. A quick glance at the clock told her it had only been a few hours. The waters wouldn't even have receded completely yet. "What's going on?"

"Jerry said he wants us up on the roof ASAP." Clover smirked. "He's probably gonna push us off or something."

"We did vow our lives to WOOHP." Sam stood up and stretched. She took only a minute to brush her hair into some semblance of style before turning to follow Clover through the building. They made it to the roof in quick order, and spotted Alex standing in the dead center, staring out over the horizon in awe. Sam and Clover walked up to her.

"Alex?" Sam approached her, watching her face. "Alex? What's wrong?"

"Sam... look." Clover pointed past her. Sam looked at the water, focusing on it. There were dozens of ships... from small dinghies to military aircraft carriers crowded around the large WOOHP building. Every ship of every size was crowded with people. Hundreds... perhaps thousands floating on top of the water, all converging in on WOOHP Headquarters.

"You see girls?" Jerry walked up behind them and wrapped his arms around their shoulders. "You saved far more than you thought you did."

"All of these people...?" Sam muttered in awe.

"And this is merely those who were within range of this building. All over the world people remain... thanks to you." Jerry said. Sam, Alex, and Clover were all rendered speechless, staring out over the ocean. Jerry didn't miss a beat however, marching past them with a microphone and looking out over the ocean. Massive speakers extended from the sides of the building.

"Welcome one and all." Jerry's voice echoed from the speakers, drowning out the noise of the ocean, and drawing all eyes toward him. "I would like to thank everyone. You've all handled this crisis situation with all of the courage and selflessness I would expect from the greatest men and women in the world. You've all made an old man's heart soar."

"But I believe you all know why you're here." Jerry turned back to the three girls, whose faces had faded into a deep red blush as thousands of eyes all turned on them. Even Clover looked too stunned by the whole thing to revel in the attention. "Sam, Alex, Clover. You've all worked tirelessly and thanklessly for years, bringing the world back from the brink of destruction and chaos again and again."

"But this... what you've accomplished in the last week has not only saved the world... but given the entire human race a second chance. Thanks to you, the world can start over. Old wounds are healing as brother helps brother; countries once divided by war are helping each other through this time of crisis. The world is being unified in harmony... thanks to you." Jerry's face was kind, but the three spies still stood petrified, as if facing a firing squad.

"Sam... Alex... Clover... the world thanks you." Jerry saluted them and lowered the microphone. From the ocean below the girls heard a sea of applause erupt. People on every ship were applauding their approval, screaming and shouting. Sam swore her legs were about to snap from shaking so much, but she just stood with her friends, taking in the overwhelming applause.

"Would you girls like to say something?" Jerry asked. Sam and Alex immediately stepped back, but Clover seemed to come to her senses. She leapt forward and snatched up the microphone, striking a pose on the edge of the tower.

"Thank you world!" Clover's exclamation echoed across the ocean. "We love you all! And if any of you happen to be Hollywood hunks, give me a call 'kay?" Jerry quickly pulled the microphone out of her hands.

"That's quite enough, thank you." Jerry said, but Clover grabbed it back.

"My cell-number is 555-" She was cut off when Jerry grabbed the microphone again. Clover tried desperately to shout into it, but he pulled it away and turned back to the crowd of boats.

"Soon the water levels will return to normal... and we can all begin building a new unified world as a single, peaceful, entity." Jerry told them. "Just be patient a little while longer." He lowered the microphone and turned back to the girls. "I felt it appropriate if this time, it was the entire world that thanked you. It is because of you that we have this second chance."

"Uh... th... thanks." Sam said numbly. Jerry simply smiled and walked up to her, putting his hands on her shoulders.

"No Samantha, thank YOU. You have done everything I ever expected of you, and more. Now, I believe you girls requested a new mission to Europe." He said. Sam brought herself back to consciousness when the tone turned to business, something she was mentally prepared to take in.

"Yes, we did. We really would like to find our parents." Sam told him.

"I understand completely. I'll ready a WOOHP jet to take you." Jerry nodded.

"Good." Sam said. She then paused a moment. "What are you going to do with Lady Luna after you release her from prison? Are you going to keep her in WOOHP?" She asked.

"Don't worry Samantha, I won't harm her in any way." Jerry smiled. Sam nodded.

"Good... thanks. We'll be downstairs getting something to eat, call us when you get our ship ready." Sam said. Jerry nodded, so Sam turned to head down into the building, flanked by her friends.

"Wow... that was totally unexpected." Alex commented as they walked.

"Yeah, and totally cool." Clover grinned. "I wonder if anyone's actually gonna call me."

"I just thought of something..." Sam mused.

"No!" Clover shouted suddenly, bringing them to a sudden stop in the middle of the hallway.

"No?" Sam asked in surprise.

"No! Every time you think of something we wind up getting dragged back into a mission we've already finished! What we went through was bad enough, I'm ready to find our parents and settle down!" Clover shouted.

"What if there's someone else out there ABOVE Professor Zero?" Sam demanded.

"What makes you think that!?" Clover demanded.

"How could he hollow out a pyramid AT ALL without money, let alone in less than a year!?" Sam demanded. Clover opened her mouth, thought for a minute, then slowly closed it again with a grumpy glare. "He must have had a benefactor. Someone to pay his bills and keep his project hush-hush. It's kind of hard to hollow out a world-famous national landmark without drawing attention to yourself."

"Jerry seems satisfied with how it went down. Isn't that good enough?" Alex asked. "I'm sure Jerry thought of it and came up with a good explanation."

"Yeah. No offense Sam, but I'm sure if YOU thought of it JERRY thought of it." Clover said. Sam thought about that for a moment, the nodded.

"Yeah... you're probably right." Sam replied. "Jerry probably though of it and if he has anything else we need to do, he'll call us."

"That's right... now let's just grab some grub before we go find our parents." Clover grinned and slung one arm around Sam and Alex's shoulders. Sam smiled and nodded, turning to walk with her toward the WOOHP cafeteria.

"Do you think they're okay?" Alex asked worriedly. "I mean... I'd hate to get all the way out there and find out... you know..."

"There's only one way to find out Alex." Sam reached over and patted her shoulder gently. "Don't worry, I'm sure they're fine. They're pretty resourceful, and they know how to take care of themselves if they really have to."

"Hel-lo Sam, these are the women who got lost in the mall once and had to call their DAUGHTERS for help." Clover smirked. Sam jabbed an elbow into her gut, knocking the wind out of her.

"Not helping, Clover." Sam growled. Alex sighed and hung her head sadly. "Ignore her. Just concentrate on the search."

"Okay... you're right." Alex nodded slowly. Sam shook her head and looked straight ahead, trying to convince herself to follow her own advice. Though she had to admit, things looked extremely bleak for their parents... they couldn't give up hope.


	10. Infiltration

The calm ocean currents carried the small boat closer to shore, toward the large building that served at WOOHP Headquarters. Dozens of boats surrounded it, but the lone figure maneuvered around them with an ease that no human could match. Her movements were quick and precise, steering her even through the choppy waters with unmatchable precision and speed. Nobody paid her mind, and the guards at the entrance to WOOHP seemed happy to see her. It wasn't surprising; she was wearing a WOOHP uniform after all.

"Welcome back agent Brittany." One of the guards saluted her. Since the door was still submerged, they'd created a small elevator on the side of the building that could move up to the rooftop entrance. They kept lowering the elevator with the water level to make a makeshift door. "Has your mission been successful?"

Brittany searched through her memory banks for a response, pulling memories from the real WOOHP agent's DNA. Brittany had been on a mission to find Mandy Myers, and report back with her. But Mandy wasn't here, so she quickly thought up a suitable lie to get her inside.

"I failed in my mission I'm afraid. I need to report this to Jerry, at once." Brittany replied.

"We understand. Please, come aboard." The guards stepped aside. Brittany leapt from the raft and landed easily on the elevator, turning around to look out across the ocean as the elevator carried them up toward the rooftop entrance. The sun was sinking past the horizon, already half down. Brittany looked up in time to see a pink jet streaking away from the building, quickly vanishing beyond the horizon.

"It looks like the girls are gone again." One of the guards said.

"That's dedication. They just saved and united the planet, and they still want to do more." The other one smiled kindly. "And I always figured kids today were selfish and lazy."

"Most of 'em are, don't let those three fool you." Both guards laughed. Brittany ignored them, waiting for the elevator to reach the top so she could walk onto the roof. There were a few people standing around. Her memory banks couldn't identify most of them, except that they were WOOHP soldiers by their uniforms. There was a strange blonde boy wearing a pair of glasses, and a white-haired old man with his hands in his pockets. Her memory banks and sensors quickly went to work.

JERRY LEWIS TARGET ACQUIRED. INITIATE RECON MODE.

Brittany moved to walk toward him, her facial expression changing to one of sadness and remorse as she approached. "Jerry..." She constricted her throat, to emulate anxiety. The old man took the bait, whirling to look at her with wide, surprised eyes.

"Brittany? What happened? Are you alright?" He asked worriedly.

"I'm afraid I failed in my mission... I'm so sorry sir." Brittany shook her head in remorse. Constant body scans let her read his body like a map, letting her know through his blood pressure and synaptic responses what he was feeling. His feeling right now was one of disappointment, but that quickly turned to relief and concern.

"Don't worry about it Brittany, I'm sure you did your best." Jerry gripped her shoulder firmly. Brittany looked up at him obediently, as she knew humans enjoyed eye contact. "That's what really matters. I'm simply glad that you were able to survive this disaster."

"I barely survived. I had to endure many hardships, more than I believed I would be able to conquer." Brittany drew on her artificial log of language to its best effect, searching for strings of words that had been known to produce the greatest emotional effect on humans. "But I still fought, no matter how hard it became... many times I believed I was lost, but I never gave up hope. Hope of coming back to serve you again."

She could see that her words had the desired effect. A fatherly pride welled up within Jerry. "You did well... please, come in. I'll have one of my agents show you to a room to clean yourself up, okay?" Jerry told her.

"Yes sir... I would like that." Brittany nodded. Soon Jerry called his agents, and Brittany was herded through WOOHP headquarters, straight through the most sensitive areas. She had a blueprint of the place from Tim Scam's database, but it was obvious as she walked through that it was woefully out of date. The memories encoded into the real WOOHP agent's DNA wasn't much help either, as she worked outside the office through almost her entire employment here.

MISSION CHANGE. PRIMARY OBJECTIVE, OBTAIN UPDATED MAP.

"Please, feel free to use this room as long as you want." The WOOHP agent led her into a moderately sized bedroom with all the usual furnishings and steel walls.

"I will. Thank you." Brittany replied. The agent nodded and turned to leave, closing the door behind him. Immediately Brittany leapt to a grate on the ceiling, popping it open and moving through the vents with the grace of a waterfall thanks to her shape-shifting properties. Her body turned to liquid silver, streaming through the vents. She constantly scanned the bottom of the vent for signs of a computer, which she soon found.

The scientist working at it turned away, so Brittany shot one scamlar tendril into the console, linking with it and downloading the required data files. A map of WOOHP headquarters appeared in her vision. It was ten times more complicated than the one Scam had given her, with a plethora of rooms whose contents went unlisted. Parts of WOOHP were secret even from WOOHP personnel.

Now that she had that vital piece of information, it was time to resume her real duties.

PRIMARY MISSION CHANGE. HUNTER MODE.

She slid through the vents, using the updated map to snake her way through the building toward Jerry's office. She slid up to the top of the vent, peering down into the office. There were two figures sitting on steel chairs, one she had no information on anywhere in her database. The other was familiar, and she would have gotten excited if she were capable of such an emotion.

TARGET ACQUIRED, JERRY LEWIS. INITIATE INFORMATION GATHERING.

She hunkered down in the vent, watching the old man chat idly with the other man, who had both a long head of silver hair and a long silver beard that hung almost down to his waist, tied off at the end.

"The mission is done..." The man with the silver beard commented. "People will have a new respect for Mother Nature. It will remain safe."

"Yes, as will the race of humanity." Jerry stood up and walked to one of his monitors, staring at it deeply for several long minutes. "I thank you for your cooperation... but now I can't help but wonder if I did the wrong thing." He shook his head and heaved a sigh. "I never intended so many deaths... but I couldn't warn anybody it was coming."

"I understand your hesitation." The silver-bearded man approached Jerry from behind and put a hand on his shoulder. "But the most righteous revolutions in history did not happen without bloodshed. You have seen what I saw... that sometimes death is the only way to do the greatest good." Jerry looked back at him.

"I suppose you're right..." Jerry cleared his throat, straightening his tie. "About my part of the bargain, I'm afraid it may take some time. Complications have arisen that can jeopardize everything if I move too quickly."

"I have no desire to stay here Jerry, my children are waiting for me. I fulfilled my end of the bargain to the best of my abilities, are you going to turn your back on your side of the bargain?" The silver-bearded man exclaimed angrily. Jerry quickly raised his hands to calm him.

"Of course not. It may simply take longer for me to fulfill it is all." Jerry told the man. "Now please, I need your cooperation in this. If we don't tread carefully everything that we're on our way to building will collapse to the ground." The two old men stared at each other in a tense contest of wills that didn't really interest Brittany. Will meant nothing to her; she just observed the changes in their blood pressure.

"Very well... I'll be patient for now." The man said. "But my children will not last long without me. I will take matters into my own hands to protect them."

"I assure you, I'll do everything in my power to protect them as well." Jerry insisted.

"You'd better." The silver-haired man looked at the door as two WOOHP officers entered, approaching him. He gazed at Jerry and turned to follow the officers out of the room calmly. Jerry sighed and plopped down in his chair, lying back and staring at the ceiling idly. The machine behind him beeped idly, its camera focusing on Jerry like a mother watching her cub.

There wasn't much happening here now, but she'd gathered much information that hadn't been present before. So she figured it was time to report back to Tim Scam and reveal her findings. Which she did with a remote receiver embedded into her programming, able to communicate through it without making a single sound even in the hollow air vents.

"Report your findings." Tim Scam said. So Brittany transmitted a log of the conversation she'd just witnessed through the radio waves to Scam's communicator. The man looked genuinely stunned, watching the events unfold with wide eyes. "Well... what a tangled web that's forming here. I didn't know the old man had it in him."

"Engage final mission?" Brittany asked silently.

"No. I want to see how this plays out. Stick around and find out as much about the current situation as you can. You're authorized to access the full extent of your Artificial Intelligence programming for this." Tim Scam replied.

"Yes sir. Engaging permanent recon mode until further notice." Brittany replied.

"Good. And remember, it's essential that your true nature is NOT discovered under any circumstances. Am I clear?" He asked.

"Perfectly." Brittany said. Tim Scam's face faded from her vision, and she turned to slink back toward her assigned bedroom through the vents. She slipped through the holes in the vent in a silvery stream, landing on the floor in a puddle and rapidly reforming. She whirled when she heard a sharp gasp from the door. A woman in a black tuxedo was staring at her in shock.

"You're h-" The woman was cut off as a sharp spike broke through her neck, severing her windpipe. She twitched and writhed on Brittany's arm as she drew her back, walking to the window to open it. In a mere moment the body hurtled through the window, plummeting dozens of stories down to slam into the deck of a boat floating under her window. Brittany pulled the window shut and turned away from it.

She made her way through the WOOHP building the proper way, ignoring those who passed by her. She had a recon mission to accomplish, and nothing was about to stand in her way.


	11. Phoenix Wish

The WOOHP jet flew over the water, spotting occasional patches of land after the several hour flight from WOOHP headquarters to the Egyptian desert where their parents had been vacationing. The sand had swept into the ocean, and there were occasionally sea-creatures lying buried in it as it settled down once again. Sam didn't recognize some of them at all, probably deep-sea creatures that were pulled in by the flood never seen before by man. It would've seemed more fascinating if she wasn't so worried about her mother.

Soon they left the water behind and went into hover mode over the relatively dry land toward the center of the country. The ship set down beside a small series of tents that had been hastily erected once dry land had begun to emerge. People were either resting or flitting about nervously, some shouting angrily at the sky in a language Sam couldn't understand, and others openly weeping.

"Welcome, girls." A man approached them with a thick, but understandable Arabic accent. "I was informed of your arrival... I absolutely welcome you to our humble little rescue effort." His face looked worn and tired, but still he greeted them with a smile and gestured toward one of the tents. "May I interest the heroines of the Earth in a meal?"

"Thanks, but if it's all the same to you, I think we'd rather get down to business." Sam said. Clover and Alex nodded in agreement at her sides.

"Of course... is there anything I can do for you?" The helpful guide asked.

"We're looking for someone. Have you seen Gabriella Simpson around here?" Sam asked worriedly. "She's American... brown hair, green eyes, a little taller than me. Would've been traveling with two other women?"

"I am sorry, I have not seen any Americans around. Do you know where she was staying precisely?" The guide asked.

Sam thought about it desperately, but finally sighed and slumped her shoulders. "No... all I know is the last time she called was from Egypt. She said something about wanting to see the pyramids."

"We get many tourists here for that... though I don't know if that will continue." The guide replied. "Is there anything else I can help you with?"

"I guess not... thanks for your help anyway. We'll look around on our own for a while." Sam replied.

"As you wish. Good day to you girls, and please seek me out if you need anything." The man nodded and turned to walk back to the tents. Sam sighed and turned to her friends, who were both looking down at the sand sadly.

"It looks like if our moms were here, they're not now..." Alex said softly. "Where do you think they'd go?"

"Maybe they decided to go back to the states early... by boat. So they might be floating out at sea right now just waiting for us to find them." Clover insisted. Alex perked up slightly at that, but Sam put one hand on each of their shoulders, drawing their gaze to her.

"Let's not get our hopes up too high girls... logically speaking, they probably..." Sam was interrupted by Clover.

"I don't care what logic says, damnit! They're alive!" Clover shouted. Sam stared at her blankly for a few moments, trying to come up with a response that didn't make her sound like a pure ice-queen. At last she sighed and nodded, giving her blonde friend a slight smile.

"Yeah... they're fine..." Sam said softly. "Come on... this heat is killing me. Let's find some shade and plan out our next moves." She turned to walk toward the tents with Clover. It took them a while to realize Alex wasn't following them. They turned to see their brunette friend staring out across the ocean, to where one of the pyramids was slowly emerging from the water. "Alex?"

"They said they were going to see the pyramids right...?" Alex asked.

"Yeah. So?" Clover asked irritably.

"But the guide said he never heard of them." Alex turned back to them, crossing her arms curiously around her chest. "If he was part of the pyramid tour groups, wouldn't he remember them if they came to look at the pyramids?" Sam and Clover paused. She was right... if they had been part of a tourist group coming here, the guide would have remembered them. They weren't exactly easy to forget.

"I don't get it... why would they lie about something like that?" Clover asked.

"Maybe they didn't..." Sam muttered. "Maybe our oh-so-responsible mothers just didn't take the tour." Sam looked over her shoulder. The soaked remnants of the tour lodge were sitting behind her. The pyramid in front of her was the closest to the lodge... it was also the one Professor Zero had been using as his base. "Maybe they went in the wrong pyramid at the wrong time."

"Professor Zero!" Alex gasped in horror. "What if he did something to them!? He was totally psycho, he might've..."

"We don't deal in what-ifs Alex. We find out the truth." Sam grabbed her elbow as she passed, marching toward the pyramid. Silently Alex and Clover followed close behind her. Soon the pyramid loomed large before them. They had been here just two days before, but it looked so different now. The water rose up to their calves as they approached the out-of-place looking steel doors.

They made their way inside, feeling their way through until they saw the light of Processor Zero's lair from the ceiling up ahead. They hadn't bothered to conduct a thorough search of it when they first apprehended them. Normally once they caught the bad guy, they were done with the hideout. And they had no idea what to expect in here, since they'd only explored a small portion of it.

They pulled themselves up into the atrium, where Alex put her hands on her hips and looked around. "So how do we start looking?" She asked.

"You two search on foot, I'll see if Professor Zero's computer files turn up anything about intruders before we arrived." Sam said.

"Roger." Alex and Clover turned to head deeper into the bottled jungle while Sam made her way back to the command console near the back of the room. She booted it up and began to poke through various files, searching for any sign of women, or intruders, or intruding women. All he found however were logs of the environmental conditions surrounding each species of plant. Everything from sunlight intensity to humidity were carefully measured.

"Come on... this is the only possible lead we got." Sam cancelled the searches and began poking through his files one by one. All kinds of technical garbage relating to the pyramid and its modifications, but still nothing about security logs. At last she saw a single file in the security section of the mainframe, a security recording marked with a star.

She quickly brought it up on screen, and immediately saw an image of three women moving into the tunnel. Flashlights lit their way, and Sam watched as they discovered and approached the security camera. 

"Wow, they're right when they say those ancient Egyptians had good security measures." Alex's mother Carmen quipped.

"Who do you think put it here?" Gabby rubbed her chin in confusion. "Who COULD have put it here? This entire place is solid."

"Hey, look what I found!" Stella shouted from off-camera. Gabby and Carmen moved to follow her. They moved out of the camera's range, and their voices faded into the distance. The file ended when there was no trace of them left.

Sam stared grimly at the screen. This must've been why the steel doors over the entrance were installed... their mothers discovered this hiding place several days before the gravity machine was activated. But what had Professor Zero done with them? She was about to turn away when she noticed a symbol in the lower right corner of the screen. Symbol... it looked more like a distortion in the video, but there was definitely a pattern.

Sam tried to enhance it, but the distortion remained elusive. She plopped herself down in the chair and got to work, so focused on the task at hand that the world around her faded into the background. She stared at it, trying everything she could think of to bring it to light. Somehow she knew this would reveal Professor Zero's mysterious benefactor. After all, he was an ex-con, not a multi-billionaire like some villains they'd faced. His money had to come from somewhere.

At last, she managed to amp the contrast up beyond its maximum level, and the image came clearly into view. Her heart skipped several beats, her very blood running cold as she stared at the shining WOOHP logo in front of her. She didn't believe her own eyes in that instant... she must have been dreaming, or hallucinating. Jerry would never...

She didn't have long to examine it before the computer gave out from the strain of producing the image. Smoke began pouring out of the computer's shell and the screen flickered several times before fading into darkness. Sam stared at the monitor for several more minutes, watching the spot where the logo had been shining until she heard a voice behind her.

"Sammie! We found them!" Alex's joyous shout echoed through the pyramid. This drew Sam's mind away from the horror of one discovery, and into the excitement of the first good news she'd had since this all began. She leapt from the computer chair and raced through the pyramid in the direction of Alex's shout. She heard voices from up ahead, squealing and talking in excited tones.

"Sam! My Samantha!" Sam barely broke through the bushes into a small clearing before she found herself wrapped up in her mother's tight embrace. "Oh my God, I was so worried! He kept ranting and raving about doing what had to be done... I thought he killed you... I'm so happy you're safe." Her mother blurted out quickly, pinning Sam to her chest.

"Worried about ME!?" Sam pushed back and stared at her mother in amazement. "WE were the worried ones! What were you thinking going into a pyramid without a guide? These things are mazes mother! That was totally irresponsible! What if you got lost, and we were left all alone?" Sam huffed. Gabby stared at her in shock. Sam's friends and their mothers all exchanged a group glance, then busted up into uproarious laughter.

"Well I'll try to be more responsible in the future." Gabby replied with a wry smirk.

"You'd better." Sam huffed. She couldn't maintain the anger when her mother threw an arm around her shoulders, leaning against her gleefully.

"Let's get out of here Samantha. He gave us food while we were here, but we haven't eaten in the last two days and I'm dying for a nice robust meal." She started toward the exit, with Alex, Clover, Stella, and Carmen following close behind them. Sam remained silent. She just didn't have the heart to tell them what had been happening... that the world as they knew it was gone...

And that Jerry might be responsible...

"Anything happen while we've been gone Alex?" Carmen winked and nudged Alex in the ribs.

"No... just worrying about you mommy." Alex flung her arms around her mother's neck again. Clover dutifully 'awwww'ed, not really paying much attention to them. Soon they emerged into the Egyptian desert side by side, the sun high in the sky and the water slowly vanishing. Stella blinked when she saw the water gathered around the pyramid high enough to cover their ankles.

"Well... this is certainly a strange desert environment." Gabby said in amazement.

"We'll tell you all about it on the way back to base, mom." Sam said. Gabby blinked and looked at her steadily, clearly for the first time in full daylight, getting a good look at her green WOOHP jumpsuit.

"What is this base? And what is that you're wearing?" Gabby asked in confusion.

Sam looked down at herself, then looked at her mother. Clover and Alex whistled as their own mothers turned to eye them with growing suspicion.

"Alex? Are you hiding something from me?" Carmen demanded.

"Clover?" Stella added. Neither girl said anything, just trying to whistle and appear innocent.

"We'll explain on the way, okay?" Sam said. "For now let's get out of here. We don't want to stay in the sun too long." Sam turned to walk up the sandy hills toward the lodge, where their WOOHP jet was still waiting to take them back home. The three older women eyed it in amazement, and looked even more amazed when Sam, Alex, and Clover were greeted with respect at the entrance and let inside without question.

"I... I really don't understand..." Gabby sat down as the ship's crew began to make preparations for their flight home.

"Oohh, excellent service though." Carmen snatched up the complimentary peanuts when they were brought by, digging in like she hadn't eaten in several weeks. Stella and Gabby both heard their stomachs growl at the same time. They both blushed in embarrassment.

"Maybe we should get you something to eat before I tell you what's going on." Sam snapped her fingers. "Could we get something good to eat over here please?" Sam yelled. Within minutes the six women had plates of food in front of them... fairly simple room-temperature food, but food nonetheless. Stella, Carmen and Gabby ate with gusto, savoring it after their prison-stay.

"Now what is this all about?" Stella demanded once her stomach had been partially filled. "Why are you being treated like stars? Why was the desert flooded? And what is this 'base' you talked about?" She stared straight at her daughter. Clover coughed and looked at Sam.

"YOU wanted to tell them..." Clover said meekly. So Sam sighed and looked around at the three mothers.

"Alright..." Sam said softly. "Here's everything you need to know..." So she told them everything. About WOOHP, their training, their employment, the missions they'd been on over the years. And of course, she told them about the recent flood that wiped out much of the world's population, Professor Zero, and that they were going to WOOHP headquarters, the only place on the planet that had remained completely safe...

"I don't believe it..." Stella stared at Clover in shock and wonder. "You're a secret agent...?"

"Well, not so secret anymore..." Clover replied. "But I'm still an agent." She smiled jokingly. Her smile faded when her mother just stared at her, unblinking and unspeaking. The silence was growing intolerable until Carmen spoke.

"Well, I think there's only one thing to say..." Carmen cleared her throat and turned toward her daughter. Alex gulped and watched fearfully as the older woman moved closer. "Oh my God oh my God oh my God! I am so proud of you!" Carmen squeezed her daughter tightly, bouncing up and down in her seat and squealing like an excited schoolgirl. "I can't believe my own daughter has been such an important woman this entire time!"

"Uh... thanks... mommy..." Alex breathed around her mother's crushing grip. Gabby turned toward Sam, her eyes narrowing.

"You were accusing ME of being irresponsible and reckless?" She quirked one eyebrow. Sam coughed nervously.

"Hey... I do it for a good cause." Sam said softly. Her mother frowned, but before she could chide her recklessly heroic daughter Stella chimed in with her thoughts on the situation.

"Well if you're grown up enough to be a secret agent you're grown up enough to get your own place." She nodded firmly.

"What!?" Clover screamed. "You can't kick me out of the house!"

"You have a job, you can pay for it." Stella said.

"We don't get paid mom, we do it because it's right." Clover retorted.

"Well that's not very good business sense. Okay, you can live with me, and I'll teach you how the real world works." Stella nodded like the discussion was over. Clover grumbled and collapsed back onto her couch. Sam shook her head, bemused at the mother/daughter spectacle. Then to avoid her own mother's disapproving gaze, she turned to look out the window, spotting a familiar sight over the watery horizon.

"Hey, we're almost there." Sam exclaimed.

"Really? Let's see this headquarters of yours." Gabby said interestedly. So everyone quickly moved to the window, watching as the giant 'W' building hove closer, still surrounded by water. They all watched through the window as they moved up over it, going into hover mode and slowly moving down on top of it. They landed easily on the landing pad.

"We've touched down!" No sooner had the pilot made his announcement than the three spies were running out the door, trailed quickly by their mothers. They stopped just off the landing pad.

"Come on, we'll show you to our rooms and you can rest. We'll talk to Jerry about getting you your own rooms too." Alex said. The parents nodded but Sam hesitated a moment before speaking.

"You guys go on ahead, I have to take care of something first." Sam said.

"Is something wrong, honey?" Gabby asked worriedly.

"Don't worry about it, I'll catch up in a few minutes." Sam waved her off.

"Okay... don't be too long." Gabby turned to follow the others down into WOOHP headquarters. Sam followed them down, but headed off in another direction from their rooms. She was glad to have her mother back... but there was other urgent business she had to take care of now. She stopped outside Jerry's room for a moment, steadying herself before she began to push it open.

The solid steel door to Jerry's office closed with a thunk behind her, as if trapping her in the strange world she'd found herself suddenly a part of. A world where Jerry was no longer a caring boss/father figure... but a criminal capable of genocide on a scale never even dreamed of. Yet his manner was still one of cool kindness and concern as his gaze turned on her from behind his desk.

"Is something the matter, Sam?" He asked innocently. Mentally Sam's conviction wavered... she didn't want to think of Jerry like this, but she could not ignore the possibility. She had to know the truth.

"Are you... is WOOHP responsible for the flood?" Sam asked directly. Jerry didn't seem surprised by the accusation. In fact, he was downright calm and resigned as he stood and approached one of the walls of his office.

"GLADIS, window please." Jerry said. GLADIS beeped in acknowledgement as a section of the wall slid open, revealing the ocean as it continued to lessen. Jerry beckoned Sam closer with a gesture, so Sam approached cautiously. People of all kinds were moving about below on the boats, working to plan the rebuilding of their homes, and their lives. "Tell me Sam, what do you see down there?"

"I see people whose lives were taken by force..." Sam looked at Jerry again, almost willing him to deny her charge. "But... I'm not sure by whom." Sam finished.

"Really?" Jerry asked. "I see peace..." Sam blinked in surprise, never looking away from him. "There is no conflict now. Whoever they were, whatever they believed, has gone by the wayside. I have the names of everyone down there; some were card-carrying Ku Klux Klan members or Neo Nazi Radicals. Now it doesn't matter... those petty social biases and hatreds have been wiped clean." Jerry turned toward her, studying her face. "Unity now has a chance."

"You ARE responsible..." Sam breathed, her heart feeling as if slammed against a block of ice. "How... how could you...?" She stuttered.

"You are familiar with the mythological Phoenix, yes?" Jerry asked. Sam didn't respond, so he continued. "A Phoenix is a bird of flames... it grows to burn bright enough to eclipse the sun itself, in time. But it can only grow so bright in one lifetime. So it burns itself out, only to rise again from its own ashes, destined to grow brighter than in its previous life. Our society... our world... has been on the brink of self-destruction for years. The old world had to burn out before it could grow any brighter."

"You killed billions of people..." Sam said, still feeling numb.

"I regret that... and those lives will be on my conscience for the rest of my life." Jerry's eyes were filled with sadness and conviction. "But I do not regret my decision. It was what had to be done to keep us from destroying the entire planet."

"There had to be another way." Sam insisted futilely.

"I've been looking for one ever since I founded WOOHP... but I found nothing." Jerry shook his head and put a hand on Sam's shoulder. "War was just around the corner... a third World War, with so many nations bearing nuclear arms, would have crippled this planet beyond hope of repair. If I didn't act now... it would have been too late."

Sam looked away. "You used us... and Professor Zero... it was all a play so you could remain blameless..."

"I'm sorry Samantha." Jerry said softly. Sam looked back up at him, feeling the tears of shock and betrayal flowing down her cheeks. "I beg for your forgiveness... the world needs us to be strong and united now more than ever. The slightest shifting in trust could plunge the world into a dark age, where everyone fights each other over every scrap of food and land."

"I... I don't know..." Sam wiped at her eyes with the back of one hand. "I have to think... I need to think about this." She turned away from him quickly, unable to stand the sight of him. She walked quickly to the door and pulled it open. She stopped for a moment when Jerry spoke.

"Even if you cannot forgive me... please understand me." He said softly. Sam left without responding, closing the door behind her. She leaned against it, resting her head back. She knew Jerry was right about one thing... the direction the world had been going before this could have only led to ruin. But still... taking so many lives... it was indefensible, wasn't it? Did the ends justify the means after all...?

She shook her head and turned to walk numbly down the hallway. She stopped at the window at the end of the hall, staring out at the ships far below. She could see the people... All races, religions, and orientations mourning together, and planning the construction of the new city together. The way she saw things, she had two choices now.

She could reveal the truth... condemn Jerry to death, and probably destroy the fragile peace that this disaster has brought the world as anger and tempers flared, everyone declaring themselves the rightful ruler of this existence. Or try to help build a new, peaceful society where everyone is tolerant and equal... all based on the most heinous of lies.

"Sam? Are you okay?" Sam jumped in surprise and quickly wiped at her eyes as Arnold walked up beside her. Arnold looked out the window, standing beside her with his hands jammed into his pockets. "I guess it is all still pretty amazing huh? That everything's changed... in less than a week."

"Yeah..." Sam replied, not really wanting to go into her problem. She had a decision to make, and she had to make it alone. Still, that didn't mean she couldn't get a second opinion. Arnold smiled at her tenderly. "Arnold... do you believe... that good can be accomplished by doing evil?"

"I really don't know." Arnold replied. "I guess it depends on the situation, y'know? I mean, fighting is wrong... but if someone else is being attacked, you're right to fight the attacker, aren't you? You're doing something evil... but you're doing it for a good reason, with a good outcome."

"But what if it hurts countless innocent people...?" Sam asked softly.

"I don't know..." Arnold replied. "I guess it's a matter of opinion and perspective." He reached out and put one hand on her chin, turning her face to look at him with a gentle touch. "Do you know something, Sam? What are you thinking?" Sam just stared at him, letting his hand rest against her cheek. Soon she brushed his hand away and turned her gaze to the window.

"Nothing..." Sam replied. "It was a hypothetical question..."

"Are you sure?"

"Yes." Sam left it at that, staring out the window. Arnold watched her for a moment, then shook his head and turned to walk past her.

"If you want to talk to me... I'll be here any time you need me." He said. Sam didn't respond, so he let out a small sigh and walked down the hall away from her. Sam leaned her forehead on the cool glass, staring down at the roiling ocean. Her emotions felt so turbulent she might as well have been out at sea... and finally she couldn't take it any longer. She sank to her knees in front of the window and began to cry, holding her face in her hands. The line between good and evil was often thin... but what was she supposed to do when it vanished altogether?


	12. Scamlar Sentry

At the base of the Stratosphere Tower, once one of the landmarks that made Las Vegas one of the tourist capitols of the world, Brittany and Mandy stood and looked out across the waterlogged and extremely messy landscape. Furniture, cars, and all kinds of little knick-knacks littered the streets at random, though not so much as to make movement difficult. A vast majority of the stuff had probably been washed out to the ocean with the tide, as had most of the bodies, thankfully enough. Mandy didn't really want to be stepping over mountains of dead people...

"It looks like something from Stephen King..." Brittany said, trying to lighten the mood. "Come on, we should try to get back to WOOHP headquarters, before my evil clone goes through with Scam's plan." They turned to walk down the street, since the cars were probably all still waterlogged, and the street was too cluttered to drive anyway.

"I've never liked Stephen King's movies, he's a horrible director." Mandy quipped as they walked. Brittany stopped and looked back at her.

"Stephen King is an author... you know, those big paper-filled things with words in them. Some people call 'em books." Brittany smirked.

"Feh." Mandy shrugged. "Books, movies, the only difference is one's boring and one's not."

"Okay, if you don't like Stephen King movies, what kinds of movies do you like?" Brittany asked.

"Stephen Sagal movies." Mandy grinned and clasped her hands in front of her. "He's such a hunk... oh, and Bruce Willis... I had a poster of him up on my wall." Mandy drifted into a daydream of being surrounded by two of Hollywood's action movie hunks, a grin plastered across her lips.

"You're a scary girl sometimes Mandy." Brittany rolled her eyes. They walked on chatting about various likes and dislikes, blocking out the remnants of society that lay scattered about them. They tried to pretend that there was nothing there but each other, the only pieces of life and sanity either of them had left to cling to. Mandy even tried to ignore when she was forced to step around the body of a young boy, though her nerves were stretching thinner and thinner.

"How're you holding up?" Brittany asker after awhile. The buildings around them were beginning to thin as they reached the edge of the city. The sun moved down toward the horizon, casting a fiery orange glow over the still-wet city, giving it an eerie glow.

"Good as I can." Mandy replied as she stepped around the cold, pale corpse of an old woman. "To be honest, I think it's all still settling in... what this all means, y'know? It feels like I'm going numb or something."

"That's normal, it takes time for something like this to register. Just remember, you can't afford to freak out. The longer it takes us to get back to WOOHP, the better the chances of something happening to Jerry."

"I know... I won't freak out, I promise." Mandy nodded confidently.

"That's good to hear." Brittany nodded back. They chatted for a while longer, leaving the buildings behind as the sky began to fade into darkness. The stars began to emerge from their hiding places, no longer obscured by the constant cloud of pollution or neon lights that had made the city famous. They approached a small gas station on the freeway. There was a car several yards away, and various plastic-wrapped snacks that had been caught in the building remained inside.

"Dinner and shelter." Brittany walked toward the gas station.

"This place? It looks kinda crummy." Mandy followed.

"I don't think we're gonna find any five-star hotels intact, let alone with any food in them. Besides, the car should be dry by morning, so we'll have transportation back to WOOHP." Brittany pointed out logically. "Now come on, let's get inside." She walked inside, stooping to scoop a Twinkie up off the ground on her way in. Mandy followed more slowly.

The inside of the store was in complete disarray. No lights worked, so it grew darker with every moment, though Brittany found several waterproof flashlights on the back wall and filled them with batteries from the plastic packages, giving them light sources as the sunlight faded. She set them up around the barren gas station. There was no sign of whoever had owned this place. They probably fled when the flood began.

Brittany arranged the flashlights in a small circle behind the counter, where she and Mandy sat down. Mandy munched on a meal of Twinkies, Beef Jerky, and anything else that was wrapped in plastic, watching Brittany work on drying out a small oil lamp she found in the back room. When she managed to dry it off she grabbed one of the oil refills, popped open the glass bottle and poured it in.

"Here we are." Brittany took a lighter out of its plastic wrapping. "I'm really glad companies have gotten so used to wrapping everything in plastic and glass these days." She took the top off the lamp and put the lighter to the wick. It burst into flames, so she let the lighter die, set it down, and put the glass casing on over the flame. She turned the wheel to expose more of it, causing the flame to burn hotter, casting more light over the two girls. "We should try to keep it going through the night. It's getting cold, and we're both still wet."

"Alright." Mandy nodded, staring at the flickering flames and holding a piece of beef jerky in one hand. "What are we going to do once we get back? I mean... what comes after this?"

"I don't know. It's better to keep our eyes on the road rather than the destination. If we think of what to do after we reach WOOHP, it'll make it harder to actually get there." Brittany said wisely. Once Mandy might have said something sarcastic about the piece of philosophical wisdom, but she wasn't in the mood for that. So she merely nodded, not taking her eyes off the flickering lamp.

"What're you thinking?" Brittany asked. Mandy jumped and looked to the side to see Brittany kneeling right beside her. She'd been so zoned she didn't even notice her approach.

"Just taking stock..." Mandy replied softly. Brittany nodded and sat down beside her, taking one of Mandy's hands in her own. "What're you doing?" Mandy asked.

"On the ship... when we were going to sleep..." Brittany looked up at her eyes. "It sounded like you've been through a lot of pain in your life. And however you want to deal with it... well it's up to you." She stared at her, her hands engulfing Mandy's. "But I'm glad to have you here... it doesn't matter how you act, or what you say... because I can see past all that."

"Well... er..." Mandy stared at her in shock. The numbness that was setting in and the suddenness of this move combined to render her, for one of the only times in her life, completely speechless.

"I'm glad you're here with me." Brittany repeated and leaned in to kiss her tenderly on the cheek. She stood up and walked to the other side of the lamp as if nothing happened. "Goodnight, Mandy. Try to keep warm." Brittany lay down on the floor and curled up beside the lamp, wrapping her arms around herself and closing her eyes. Mandy stared at her for a little while, then shook her head and lay down on the other side of the lamp.

As the horrors of wandering through a dead city wore away, she drifted into a deep sleep. In her mind she saw herself, standing in the middle of the quad at Beverly Hills High School. People were standing around her, gazing at her in awe and reverence until they had to fall to their knees in worship. Sam, Alex, and Clover were the first to kneel right in front of her. Mandy put one foot forward so Clover could kiss it. She was on top of the world...

Suddenly the waters came... they swept through with the suddenness of a lightning strike, engulfing the entire school within the blink of an eye. Mandy tried to hold her breath and swim toward the surface, but as quickly as they came the waves seemed to pass. Mandy was dropped once again to the ground as if nothing had happened. She wasn't even wet, her hair perfectly styled and her clothes moisture free.

Mandy was a bit pleased with herself until she looked around. She saw Sam, Clover and Alex lying on the ground before her, their backs the only thing Mandy could see. She stepped toward them slowly, kneeling down behind Clover. With one hand on her shoulder she turned the girl over. Her eyes were closed, and her chest was still. It almost seemed like Mandy could watch her face turn white as the warmth escaped her body.

She whirled away from the girls, but stopped and gasped in horror when she saw dozens of bodies littering the quad. Everyone she knew, even kids she'd never seen before, all littered the ground. Some were turned toward her, their faces white, their eyes lifelessly staring straight at her. Mandy backed away from them, only to trip over Sam and fall to her back. She scrambled away from the redhead, mumbling incoherently with her heart racing in her chest.

She looked up from her position on the ground as a figure stepped up to her head, wearing the solid blue WOOHP jumpsuit that Mandy had become so familiar with. For a moment she began to calm down, but suddenly Brittany bent over her body. Her face was pale and cracking, her eyes dull and gray. It seemed to grow worse even as Mandy watched, all semblance of warmth and light fading fast right before her eyes.

"Mandy! Mandy!" Mandy awakened as a hand slapped her cheek. Her eyes snapped open to see Brittany kneeling over her, outlined in orange by the glow of the oil lamp at her back, her face smooth and vibrant with life. Mandy was sweating profusely, and panting like she'd just run a marathon. She reached up to wipe the sweat out of her eyes, her chest heaving. "Are you okay?"

"I'm... I'm fine." Mandy gulped, trying to calm herself down. "Just a bad dream..." She shook her head and sat up, her entire body shaking. Brittany stayed right by her side, putting one hand on her shoulder to steady her. "I dreamed... Beverly Hills was drowned... and I was there..." She shook her head. "Everyone I knew died... you died..." She slammed one shaking hand into the floor. "Damnit, get a grip Mandy..."

"Hey, relax." Brittany rubbed her shoulder comfortingly. "It's not a weakness to be afraid... with everything that's been happening, it's no wonder you'd have a nightmare or two." Mandy looked over at her, one shivering hand still on her forehead. "When I first started at WOOHP, I was so scared I would wet the bed every single night. Because I didn't know if we'd have a mission the next day, if I'd be able to handle it. But in time I got past it... I got through it, partly because of my teammates. They were there for me when I got nervous and scared... they comforted me, they didn't care about my nighttime problem... they understood..." Brittany said.

"I don't have any teammates to help me..." Mandy said softly. "I've never even had any real friends before..."

"You have both Mandy... just look at me." Brittany said. Mandy looked up at her, expecting her to say something about how she had more friends than she thinks, like her therapist always said. But Brittany just smiled and rested her forehead against Mandy's. "Hi." She smiled. Mandy chuckled slightly and stared at her, their violet eyes never leaving each other.

Brittany wrapped her arms around her torso and pulled her close, pulling her head down against her shoulder. Mandy moved up against her, putting her arms around her waist. "Get some sleep Mandy... and dream of being somewhere you've always loved being... someplace you haven't felt sad... or rejected... or lonely. Someplace you've felt truly content."

Mandy closed her eyes, lulled into sleep by Brittany's calm, gentle voice, and the hand running over her back with tender strokes. Past the darkness, she found herself lying in the shadow of a small Apple Tree, staring out across a trickling river as it wound its way down a rocky path. Her cheek lay against her mother's shoulder, feeling her arms stroking her back tenderly.

"I love you..." Mandy knew she didn't say it often enough... she never had. It was every teen's wish to get away from their mothers... an attitude she found herself regretting deeply.

"I love you too." Phoebe replied tenderly. Mandy could've sworn it was Brittany's voice... but she didn't care. She buried her face in her mother's shoulder, settling down to try to get some real rest after a long, horrible day. At last, she fell into a quiet, restful sleep.

She slept through the night, and awoke the next morning when Brittany shook her lightly. She was still lying against her traveling partner, with her cheek on her shoulder. She didn't panic this time, or push Brittany away. This time she merely sat up and stretched, letting out a yawn. The golden sunlight was filtering in through the windows and the open door.

"Good morning..." Brittany sat up when she felt Mandy move off of her, stretching. "How'd you sleep?"

"Pretty good actually..." Mandy smiled.

"Good, we still have a ways to go. And we should get going as soon as possible." Brittany climbed to her feet stiffly, stretching out her joints in an attempt to limber up. Mandy stood up with her, stretching out and letting another yawn escape from her lips. They each grabbed a few plastic-wrapped goodies from the floor and turned to leave the gas station.

Mandy followed her out to the car sitting just off the side of the road further down. Brittany pulled the unlocked door open and climbed in. In a moment she sighed and climbed out again.

"What's wrong?" Mandy asked.

"No keys." Brittany pulled her gloves off and held them out to Mandy. "Hold these for a minute, will ya?" Mandy nodded and took the gloves. Brittany climbed back into the driver's side of the car, turning to mess with the ignition. Mandy looked around the abandoned highway, idly wringing the gloves in her hands as she waited for Brittany to finish hotwiring the car.

"How long do you think it'll be until we get where we're going?" Mandy asked curiously.

"If I can get this thing working, about four hours." Brittany replied.

"If you can't?" Mandy asked.

"We run out of food." Brittany replied simply. Mandy gulped, wishing for her friend's success. Soon the engine began to sputter, the entire frame shuddering as the engine struggled to come to life. "Come on, start up for mommy." Brittany muttered. The engine roared again, letting out an ear-piercing squeal before finally the engine caught properly, and the whole thing hummed to life. "Perfect. Come on, I don't know how long this'll last." Brittany sat up quickly.

Mandy leapt over the hood and climbed into the passenger's side of the car before Brittany took off down the street. The speedometer easily topped 120 MPH as they flew over the mostly empty landscape. Most of the debris had either been swept completely out to sea or caught in the buildings back in the city itself, so this area was fairly clear.

It wasn't exactly a relaxing rush down the freeway, but somehow Brittany managed to make it to this 'WOOHP Headquarters' in fairly short order, skidding to a stop at the edge of what looked like a settlement being built around the giant W. Both of the girls climbed out, looking around to examine those gathered there. Some were sitting on the ground weeping, while others seemed to be working on various construction projects. Nobody paid attention to them, running around on their tasks.

Brittany approached the guards standing in front of what looked like the main entrance. "Agent Brittany, reporting back after a successful mission." Brittany saluted quickly. The two guards just stared at her like she'd sprouted a third hand and flipped them off with it. "Uh... is something wrong?"

"Agent Brittany has already reported in." One of the guards told her suspiciously.

"Shit... that's not me. That's one of Tim Scam's copies. I need to get in right away, Jerry's life is in danger!" Brittany shouted.

"It's true, I was there when this Scam guy captured us!" Mandy rushed to Brittany's side.

"And who're you?" The guard demanded.

"I'm Mandy... Agent Mandy to you! And we have more important things to do than convince you to let us in! Now get the Hell out of the way!" Mandy stomped forward, shoved both guards aside as they watched in surprise, and marched right through the large double doors. The two guards looked unsure how to respond to this. They knew Mandy was supposed to be an agent, Brittany's mission had been to retrieve her, but they thought Brittany was already there.

"Excuse me boys." Brittany slipped past the guards and ran to catch up with Mandy.

"So, how do we find the evil clone?" Mandy asked.

"We find Jerry. Its mission is to terminate him, if it hasn't already. His office is this way!" Brittany charged down the hallway, so Mandy followed after her. They took the elevator up to another long hallway, which Brittany ran down like she was being chased by Satan himself. Mandy followed as closely as she could until finally Brittany turned to a steel door and kicked it open, heading inside.

"Brittany?" An older man's voice exclaimed in surprise. "Is something the matter?" Mandy caught up with her friend and walked into the room. An old man with a ring of gray hair was standing behind a solid steel desk, staring at them in surprise. "Mandy Myers? You're alive?"

"Quick, Jerry, I need you to tell me where the other Brittany is." Brittany demanded quickly.

"Other Brittany?" Jerry asked in confusion.

"I just got here. The one that showed up before is a Scamlar imposter. We have to find it, immediately." Brittany said.

"I understand, I'll put out an alert." Jerry turned away from them and took out his wallet. Brittany turned back to Mandy, panting slightly from their dash through the building.

"Welcome to WOOHP." Brittany smiled slightly. Mandy chuckled and smiled back. Both of their smiles faded however when the door right behind them slammed shut with a loud metallic clang. Slowly both of the girls looked at the door, seeing a metallic silver hand lying against it from above. Looking up, they spotted a silver form hanging from the ceiling, its hollow eyes staring down at them maliciously, its lips curling into a snarl.

"MOVE!" Brittany grabbed Mandy's shoulder and pulled her backward as the silver form leapt to the ground where they has been, its fists plunging into the ground hard enough to leave dents the size of bowling balls in the solid steel. It ripped its fists from the floor and looked up at them again, its hands reforming into a pair of silver blades. "Jerry! Do something!"

Jerry looked over and quickly assessed the situation. "GLADIS, initiate Anti-Scam Program 03." Jerry said. Mandy blinked when the sprinkler system came on, dousing everyone in the room with water.

"THIS is a security program?" Mandy licked her lips, then blinked in surprise again. "This is salt water."

"Salt neutralizes Scamlar." Jerry said.

"Did anyone tell HER that?" Mandy nodded toward the second Brittany, who was still standing very much in one piece under the sprinklers.

"Watch out!" Brittany dove out of the way as the Scamlar warrior lunged at them with a feral growl. Mandy screamed in fear and ducked just in time to avoid a clean beheading. She rolled to the side quickly, sliding up against Jerry's desk. The Scamlar ran after her, but it could only focus on one thing at a time. Jerry leapt over Mandy's head and planted a solid kick to the assailant's face, sending silver chunks flying against the wall behind it.

The head quickly reformed however, and it reoriented on him, bringing its blades up in front of it to strike. Brittany charged up behind it and slammed her shoulder into its back, sending it stumbling toward Mandy. Mandy growled and threw herself forward close to the ground, slamming into its legs and tripping it up. The Scamlar collapsed to the ground with a thud, but climbed back to its feet just as quickly.

"Jerry, find a gadget. We'll hold her off." Brittany growled.

"We will?" Mandy gulped, not liking the cold look in the Scamlar's eyes. "How do we do that?"

"Easy, just don't get hit." Brittany leapt forward. The Scamlar swung one blade torward her head, but Brittany arched her back at the last second, slamming two feet into her opponent's stomach as her back slammed into the floor. "Mandy, catch!" Brittany grunted and hurled the soldier up over her body with both legs, sending it flying toward Mandy.

Mandy cast about for anything to use as a weapon. Quickly she yanked a pipe off the wall and charged at the Scamlar warrior. The pipe connected squarely with its face, sending its head flying against the far wall. Once again though it began to reform, but Mandy wasn't going to let it just heal itself. She slammed the pipe into its back like a club, knocking it to the ground.

She slammed the pipe into it again and again, trying to make it stay down. She squealed in surprise when something wrapped around her ankle and yanked her off-balance. She slammed into the floor hard, the pipe flying from her hands. The Scamlar quickly climbed to its feet, hefting Mandy from the floor by one foot, holding her upside down.

"Rrraaaagh!" Brittany whirled furiously, her next kick knocking the Scamlar's arm clean off. It splattered against the wall, but Brittany kept whirling, kick after kick knocking chunks off the robotic piece of liquid. Mandy fell to her back with a scream as Brittany knocked it into the wall away from her, standing in a fighting position.

"Brittany, move!" Jerry shouted. Brittany leapt to the side, landing on top of Mandy and pushing her down as flat as possible. Suddenly a massive sound filled the air, and a ball of brilliant, but vaguely disquieting light flew across right above her back. The ball of light slammed into the reforming creature, sweeping over it like a tidal wave.

All semblance of physical shape was wiped clean, pieces of liquid metal slamming into the wall to slowly begin dripping down the smooth surface. It didn't show any signs of reforming for the moment, so Brittany climbed off of Mandy and grabbed her hand, quickly yanking her to her feet. "I'll get a containment crew in here right away. Perhaps we can confine it before it reforms itself." Jerry said.

"Alright, we'll stand watch over it until they get here Jerry." Brittany replied. Jerry nodded and turned to leave the room, leaving Mandy and Brittany alone in the high-tech office.

"I need a bath..." Mandy quipped.

"I know, I could use one too. Just wait a few more minutes. I'll give Jerry my report and we'll probably get some downtime. It looks like everything's fairly calm around here at the moment... barring homicidal robot attacks." Brittany smirked. "Though I will say... it seemed a little too easy." Brittany approached the purple puddle on the floor. "The report I read on it said Scamlar was relentless and almost immune to damage."

"You think it was holding back?" Mandy walked up beside her.

"Maybe..." Brittany shook her head. "But whatever. We don't need to worry about that right now."

"Right, bath time is the biggest problem I want to worry about." Mandy replied. It was strange... for all Mandy remembered, she'd never been here before in her life. But both Jerry and the guards at the front door seemed to have recognized her. Aw well, she wasn't complaining. They were probably the only reason she was alive right now, so she owed them her life. And she found herself growing to appreciate Brittany's company more and more in these trying times...


	13. Reunions

Clover was so glad to have her mother back, she didn't mind the constant whining when they got back to the cold, uniform WOOHP bedroom that had been declared Clover's. She went through everything in the room, verbally picking it to pieces before putting it back and moving on to something else to bitch about. It was almost nice to be nagged to death... a condition Clover knew was only temporary. But she would enjoy it for now nonetheless.

"You just let them not pay you and hole you up in a cold place like this?" Stella scoffed as she examined the plain white drapery over the window. "Whatever you work for, it's got to form a union or something because this is just preposterous."

"It's the World Organization Of Human Protection mom, not Wal-Mart." Clover smirked. "It's not about making money, it's about keeping the world safe." She neglected to mention her own desire for some kind of compensation for doing all this. Fanning her mother's flames didn't seem like a very good idea.

"Well this is exploitation. You're not even 18 yet, they're not allowed to use you like this." Stella huffed. "That's it, I'm going to go to your boss and demand that something be done."

Clover rolled her eyes, incidentally catching a glimpse of a nearby clock. "Hey, it's about lunchtime. What do you say we go grab a bite to eat, okay?" Clover suggested hopefully. This out of the blue suggestion caught her mother off-guard.

"Well... I guess that would be good." Stella accepted.

"Great, come on." Clover grabbed her mother's wrist and pulled her out of the bedroom, rushing toward the cafeteria. It was made of as much cold steel as the rest of the building, but the atmosphere was reasonably light as people, Tuxedo-Wearing Officers and Secret Agents alike, got their food and sat to eat companionably. Clover pulled her mother into line and stood to wait.

"Would it kill them to put in a few carpets?" Stella grumped.

"Maybe someone's allergic to carpet." Clover smirked. Her eyes swept over the eating crowds as she and her mother made their way further up the line, closer to the food. She stopped in surprise when she saw Brittany sitting at one of the long tables, her violet eyes and blue uniform an instant giveaway. Sitting across from her with her back to Clover was a hauntingly familiar violet suited girl with black hair.

"Mom, hold the spot for a minute okay?" Clover stepped out of the line and made her way through the crowd toward Brittany. "Excuse me, pardon me, hey watch those hands buddy!" Clover slapped one guy who pinched her butt. She continued onward, grumbling about dirty old men until she finally reached the table where Brittany was seated. She moved around the violet-suited girl, her worst fears confirmed when the girl looked up at her.

"YOU!?" Clover and Mandy screamed in unison, jamming their fingers at each other.

"What the Hell are you doing here in that outfit!?" Clover shouted.

"I work here now!" Mandy shouted. "What about you!? What're YOU doing here!?"

"I've worked here for years!" Clover shouted back.

"Ah, you know each other. Saves me from introductions." Brittany sighed and looked down at her food, as if trying to pretend she didn't know the girls who were making a scene right in the middle of the cafeteria.

"I don't want you standing around tainting my food with your presence, so go eat somewhere else while I eat with my good friend Brittany." Mandy said sharply.

"YOUR good friend!? Oh nonono, Brittany's MY old friend!" Clover exclaimed. "I knew her months before you ever knew what WOOHP was!" Clover turned toward her blue-suited friend. "Come on Brittany, let's ditch this wannabe fashion-model and go eat together."

"Oh screw you, you walking Fashion Faux Pas!" Mandy shouted back. "At least I don't look like the bride of Dracula!"

"No, you look like a grape Popsicle!" Clover shouted back. Brittany sighed and calmly stood up on the other side of the table. Her hands shot out, slapping both girls across the face with a stinging strike.

"OOOW!" Clover and Mandy shouted in unison, turning toward Brittany.

"Sit down before you make more of a spectacle of yourselves." Brittany demanded. Mandy and Clover opened their mouths to protest, but Brittany growled. "NOW!" Both girls fells to their butts on the bench, sitting side-by-side. Brittany sat back down with as much composure as she could manage, straightening her gloves and looking back and forth between them. "Okay, I can see some bad blood between you. But this isn't the time for that. And I will certainly not be fought over like a prize. Do you two understand me?"

"Yes Brittany." Mandy and Clover replied sheepishly. Brittany looked like she was about to speak again, but Alex approached before she could.

"What is going on over here?" Alex demanded. When Mandy saw her she squealed and leapt up from the bench, wrapping the confused girl up in a tight hug.

"Alex! Oh I'm so glad to see an old friendly face!" Mandy shouted happily.

"Who're you calling old?" Alex demanded. "Who're you calling FRIENDLY? You hate me."

"Don't be ridiculous, you're my favorite little verbal sparring partner." Mandy rubbed her knuckles into Alex's cheek playfully. "Hey, if you two are here, does that mean your third half is here too?" Mandy turned to look around the cafeteria. "Where's Sammykins? I could sooo use a good old Bev. High reunion right now."

"Well, Sam's here, but I don't know where she is." Alex replied. "She disappeared right after we arrived, and nobody's seen her since."

"That's disturbing." Brittany said worriedly. "Have you tried calling her on the X-Powder? Or asking Jerry to help start a search party?"

"I tried the X-Powder, she didn't respond. And I talked to Jerry earlier. He said to just leave her alone for now." Alex shook her head. "Something must be happening..."

"Forget all this depressing stuff. We're all here, we're all alive, let's eat and enjoy ourselves, okay?" Mandy said hopefully.

"You're right Mandy... okay, let's have a little fun." Alex smiled. Even Clover didn't complain, so the four spy girls sat down at the table, and soon were joined by Stella and Carmen, who sat down beside their respective daughters to eat. Mandy looked upset by their presence for some reason, but frankly, Clover didn't care enough to wonder about it.

The next while was surprisingly pleasant, largely because Clover and Mandy avoided direct contact with one another. The others around the table talked lightly and freely about what their lives had been like before, and what they planned to do once this was all over. Clover noticed Gabby sitting by herself at another table with dark circles under her eyes... but there wasn't a whole lot she could do about it.

"How long do you think we'll get to just sit around relaxing like this?" Alex asked curiously.

"We'll probably get sent out on some recovery missions soon." Brittany reasoned. "Actually, if you got here three days ago, I'm surprised you're still here. Why hasn't he sent you back out yet? From what I hear, most of the WOOHP teams are already out on assignment to help with recovery and rebuilding efforts."

"I don't know. Maybe it has something to do with Sam." Alex replied. "We're just not a team without her."

"You know, I just thought of something Alex." Clover said. "Have you heard anything about Lady Luna since we got back?"

"No, nothing." Alex realized. "Totally weird."

Mandy squealed. "Lady Luna? The Wacky TV Astrologer to the Stars!? I love her!" She exclaimed. "You mean she's actually here? In this building? I have sooo got to meet her! She's the reason I got that tattoo!"

"Well technically she's in prison, but Jerry was supposed to let her out for helping us on our mission." Clover replied.

"Prison? Why would they lock her up?" Mandy asked.

"It's a long story." Clover stood up from the desk. "I think I'm done eating, so I'm going to go ahead and check up on a few things."

"I'll come with." Mandy stood up. Clover glared at her, but she raised her hands defensively. "Hey, I won't start anything if you don't. I just want to know what's up with Sam and Lady Luna." She insisted.

"Fine, come on and keep your big mouth shut." Clover turned to leave, looking back for a moment. "I'll find you a little later mom." Stella waved as Clover headed for the exit, trailed closely by her longtime archrival. Clover tried to ignore her, making her way through the long steel hallways toward the prison section where Lady Luna was probably being held. She approached one of the guards on duty. "Is Lady Luna still here?" Clover asked.

"She was released yesterday morning." The guard replied.

"Really? Do you know where she went?" Clover asked.

"No clue. I think she stopped by Jerry's office at some point, but we weren't ordered to keep tabs on her, so I can't confirm that." The guard replied. Well, at least she knew Jerry kept his promise to release her. That was the important part. She didn't really need to speak to her again. Mandy looked kind of disappointed though.

"Awww man." Mandy huffed. "How come every time I come close to meeting a celebrity they skip town first?"

"They must smell you coming." Clover cackled.

"Hey, you wanna start with me?" Mandy glared.

"No, no, forget I said it. Come on, we still have one more stop to make." Clover turned to leave the prison section, with Mandy following behind her. It was too tempting to taunt the girl into a fight. Honestly, Clover had always enjoyed taking her down a few pegs. But if they were going to be working for WOOHP together, she had to learn to be civil around the girl.

They made their way to Jerry's office, where Clover pushed the door open and went inside. She noticed the dents in the floor right away, but didn't pay them much mind as she made her way into the office. She didn't see Jerry anywhere. "Yo, Jerr! You in here!?" She shouted.

"Jerry is not present at this moment." GLADIS responded. "If you would like to leave a message, write it down, because I have more important things that require my attention."

"Like what?" Clover demanded. "You just sit here all day doing nothing."

"That information is classified." GLADIS said.

"Classified? From me? I have like the highest security clearance there is." Clover complained.

"Negative. Jerry's security clearance is, like, so much higher." GLADIS replied. Clover growled, catching the clearly mocking undertone in the computer's typically monotone drawl.

"Whatever you bucket of rusty bolts. Can you at least tell me where Jerry is so I can talk to him myself?" Clover demanded.

"Negative... you bag of creaky bones." GLADIS shot back.

"Wow, she's touchy." Mandy commented.

"Ah forget her. Let's get out of here." Clover turned to stomp out of the room, still furious that she was being told off by a freaking machine. Aside from verbal sparring with an inanimate object, something felt really strange here. Jerry never simply vanished before, and Sam wasn't known to do it either. And what happened to Lady Luna? Did she just leave? Where would she go? The world was in a state of chaos right now, it wasn't like she could just go home.

"Hey, what's this?" Mandy ran suddenly down another hallway.

"Don't run off like that! There's lots of sensitive stuff around here!" Clover chased after her, hoping to keep her from breaking anything important. Mandy stopped outside a window though, staring inside with a look of wonder on her face. On the other side of the window a team of scientists were busily working on various little things. "Looks like the R&D department."

"You mean this is where they make those nifty little toys I've been using?" Mandy asked.

"Yep." Clover replied. "They're pretty good at it, though they can screw up every now and then." Clover liked playing the senior officer actually, even if she was only senior to Mandy. "One time they gave us a tazer that didn't have any power left. That was pretty awkward."

"Huh...?" Mandy gasped in glee. "It's her!" Mandy took off toward the door.

"Mandy!? Hold it!" Clover shouted and ran after the violet-suited spy. They made their way into the R&D room, running around the science labs to a set of stairs that led up to a catwalk. On top they could see Lady Luna chatting with one of the WOOHP scientists, a blueprint sitting on the table in front of them. They were obviously busy, but Mandy rushed up to them regardless.

"Oh my God! Miss Lady Luna! I'm your biggest fan!" Mandy grabbed the older woman's hand; grinning and giggling like an excited schoolgirl.

"Well, thank you little moonbeam!" Lady Luna smiled and grabbed Mandy's wrist. "I'm glad somebody around here appreciates my capabilities. I've been getting nothing from the ignorant louts they hire around here." She glared at the scientist on the other side of the chart, who rolled his eyes. She turned back to Mandy with a smile. "Is there something I can do for you sunshine?"

"I would love a personal reading of my stars. You see, I had this dream the other night that kinda freaked me out, and I could use some assurance that it's not gonna happen. So will you help me out?" Mandy asked hopefully.

"Of course, right after I finish making preparations for my journey home." Lady Luna replied.

"Journey home?" Clover asked curiously.

"Of course, my home is back on the moon remember? I can't very well walk, so I've been trying to strike a deal with these stubborn scientists." She glared at the scientist again. "They just don't see the importance of my connection with the stars."

"When can we do my reading?" Mandy jumped back into the conversation.

"How about tonight? I'll come by your room at about nine o'clock." Lady Luna suggested.

"That sounds wonderful! Thank you. My name's Mandy, and I'm in room number 124." Mandy dug through her pockets for a piece of paper and a pen to write with, soon handing Lady Luna a quickly scribbled note.

"I'll be there right then." Lady Luna smiled before turning back to her argument with the WOOHP scientist. Mandy turned to leave, clenching her hands excitedly in front of her. Clover followed behind her, not really having anything better to do.

"I can't believe I'm gonna get a personal reading from Miss Lady Luna. It's like a dream come true." Mandy giggled girlishly. Apparently celebrity worship extended even after the end of the known world... at least in Mandy's mind. "I just hope she'll be able to help me... I would love to find out that dream didn't mean anything."

"Fascinating, but I think I'm going to go a different direction from you now." Clover said.

"Wait, you can't just leave me here, I don't know my way around. Which way's my designated bedroom?" Mandy asked.

"It's easy. Go down the hall there, hang a left, go down two hallways, head into the stairwell on the left and go down two flights, then head to the left, then take a right at the third intersection, a left at the next intersection, turn right and head down two more flights of stairs, then..." Clover stopped when she saw Mandy's glazed over look. Clover sighed. "Fine, I'll lead you there like a lost little girl." She turned to walk down the hall.

"I'm no little girl blondie." Mandy huffed. "Now if you don't stop those insults I'm gonna..." She stopped to think.

"You're gonna what?" Clover prodded. "Tell your mommy I was being mean to you? Hah, she's not even here, she's probably vacationing in Hawaii since she doesn't have to deal with YOU right now." Clover laughed and kept walking. It took her a moment to realize the second set of footsteps had stopped, so she turned to see Mandy staring at the floor, her arms shaking. "Mandy? What's the deal? I was kidding, I'm sure your mom loves y-"

"She's dead." Mandy interrupted darkly. Clover just stared at her, suddenly feeling incredibly guilty. "She died two days ago..."

"I'm... I'm sorry Mandy." Clover said helplessly. "I didn't know." Mandy closed her eyes for a moment, then shook her head and walked forward again, her face going back into its normal mask though her arms remained stiff at her sides.

"Forget it, I've dealt with it. Take me to my room." She pushed past Clover roughly to proceed down the hall. Clover stared after her for a moment, then rushed to get in front of her again and lead her through the large WOOHP building. Through hallways and stairways the uncomfortable silence lingered, until finally Clover found the right bedroom.

"Here you go, get some rest and someone will be along to show you the way to the cafeteria in the morning." Clover opened the door for her. Mandy walked into the room silently and slammed the door behind her, shutting Clover out in more ways than one. Clover had never liked Mandy in any possible way, but she still hated kicking people when they were so down. Insulting someone's dress wasn't nearly so bad as poking at their dead family members...

"Wait, why am I feeling guilty?" Clover asked herself. "I apologized, she's the bitch who won't accept that apology." Convinced that she was once again on the right side of the moral tracks, Clover turned to locate her own bedroom among that maze that was WOOHP headquarters. "Yeah, I'm the good guy here. I didn't know her stupid mother got herself killed. Why is she blaming ME for that?" Clover nodded, confirming her superiority in her own mind.

Of course, she inevitably got to thinking about how she'd feel if the roles were reversed. If they had found Stella's corpse in that pyramid instead of a living woman... would she be able to forgive someone who made that kind of wisecrack around her? Would she even be able to pretend to smile? Like all teenagers she resented her mother's control, but she loved her mother deeply. Thinking about what it would be like without her...

"Whatever." She growled to herself as she pushed the door to her bedroom open. Stella was already in the room, redecorating with various posters and rugs to make the place appear homier. Already the single queen size bed had been replaced with two twins, a fact that made Clover stop and stare at her mother. "No... you're kidding..."

"There are too many people who need shelter to let us spread out too much." Stella replied. "It was either this or we could each share a room with a complete stranger." Suddenly for a moment a life without her mother didn't seem so bad to Clover.

"Just try not to keep me up all night. I have important stuff to do y'know?" Clover said.

"Of course not dear. Now come make your bed, I got these new sheets I think you're going to love." Stella held up a large quilt covered in clovers of all kinds and sizes.

"Wow... how original." Clover muttered.

"What?"

"Nothing, mother." Clover moved to fix her bed. She had to keep reminding herself that Mandy wasn't her problem, nor was her mother's death Clover's fault. It was just an unfortunate miscommunication, that was all. Sam's disappearance, however, was something she couldn't talk herself out of worrying about. Speaking of which...

"Hey, how's Gabby holding up?" Clover asked curiously. Stella looked up from her decorating with a sad smile.

"She's worried sick, of course. And I can't say I blame her..." Stella put down her sheets and walked up to Clover, putting her hands on her shoulders. "Promise me you'll never do that to me Clover... from now on, tell me any time you go somewhere. I don't know if I could take not knowing where you are." Clover tried to shrug her off nonchalantly.

"Mom, you don't have to worry..." Clover said softly, staring into her mother's emerald blue eyes. "But yeah... I promise." She smiled slightly. Stella smiled back and pulled her into a tight hug. Clover reminded herself to treasure this moment... because as Mandy had just shown her, it was inevitable that one of these moments would be the last.


	14. Written in the Stars

A knock on the thick steel door alerted Mandy to someone's presence. Her head jerked up, casting a glance at the clock. Nine o'clock on the dot... that woman didn't miss a second. Of course, she wouldn't be much of a predictor of the future if she couldn't figure out where SHE would be in five hours. So Mandy stood from her bed and rushed to the door to pull it open. Lady Luna made her way inside, her arms full of maps and charts of various kinds.

"Are you ready to glimpse the future, starshine?" Lady Luna let the rolls of charts fall onto the bed, bending over to straighten them all out.

"Absolutely, I am." Mandy sat down on the edge of the bed eagerly, waiting for one of her favorite TV stars to finish setting up and turn her attention back to her.

"When is your birthday?" Lady Luna asked as she took a seat on the edge of the bed, on the other side of the star charts.

"June eleventh." Mandy replied.

"Ah... the time of the Gemini." Lady Luna smiled and brought one map in particular on top of the pile, running her hand over it to smooth out any wrinkles. "And your day is ruled by the house of Mars, fiery and hot-tempered. You know what you want... I respect that." She smiled.

"I don't feel too fiery lately..." Mandy admitted.

"Well every flame can burn low." Lady Luna replied. "But you know your fire will be stoked once again, and your world will turn to one of light." She stared down at the chart, is if staring deeply into a crystal ball. Mandy grew suddenly nervous, but quickly chided herself for being stupid. This was a professional, she knew exactly what she was doing. "You are in love."

"Wh... wha?" Mandy blinked in confusion. "What are you talking about?"

"I mean what I said. The rings of love's binding are all around your star sign this night." Lady Luna said as cryptically as a gypsy, running her hands over the star map. "It's a beautiful thing... marred by the passing of a dearly held loved one. Your sign is crying... like so many millions of others..." She shook her head. "Pain is rampant."

Mandy was getting really nervous now, so she decided to try to cut to the chase. "Look, to be honest, I wanted to ask you about something in particular. Something that I saw... dreamed recently."

"Tell me about it." Lady Luna said.

"Well, in this dream I was standing in the middle of my school." Mandy began. "Everyone was gathered around me... everyone was there. Everyone I knew before this all happened... they were all happily worshipping me. Everything felt wonderful... and then the water came. I was fine, I swam up and then came back down and nothing happened. But everyone around me was dead... bloated and disgusting. I guess that's all kind of obvious with the flood and everything... but then I saw Brittany... and she..." Mandy gulped, not really wanting to say it. "She died right in front of me... or she looked like it... she was still standing and staring at me, but her face was white."

"Hmmm..." Lady Luna looked through the star charts curiously, running her fingers over a few lines of text and examining some small lines running through it. "Your future is that of the Gemini... a great challenge awaits you. She is likely of the Gemini too... but the two may become one soon." Mandy waited for her to continue, but that was all she said.

"Well, what else is there?" Mandy demanded. "Please, tell me as much as you can... I need to know."

"I can't tell you more of the future until you tell me of your past." Lady Luna replied. "Please, tell me everything."

"Well... okay." Mandy nodded nervously. "I was born sixteen years ago, here in Beverly Hills... but my mother wasn't exactly a successful businesswoman...

In fact, she was little more than another welfare case. She breastfed me because she couldn't afford formula, and half the time she used washrags as diapers. But she refused to leave Beverly Hills, because she was born there and figured she was tied to the Earth. After I was born she swore she would get me a good life and enough money to make it happen... but she didn't stand a snowball's chance of getting a good job. Her only option was to become a filthy trophy wife... a married whore, basically.

And she did when I was two years old, after years of living in the gutter. Suddenly, I had everything I could ever want. My adoptive father was one of the entrepreneurs of Beverly Hills... Hell, he ran half of the businesses based in California. He was never around... but I still thought of him as a father I guess. He was the only adult man I knew, so I guess I kinda latched onto him. He didn't deserve it, but that's what happened.

By the time I started going to school, I felt like any normal kid... but that didn't last long. While they arrived by walking or riding in a car, I arrived in the back of stretch limos. Other kids started treating me like an outsider... but I started bringing in cookies every afternoon and they all loved me after that. I spent all of pre-school and kindergarten on top of the world.

Then came first grade. Man kids suddenly become brutal when they hit that age. All the money that bought me friends before became three strikes against me. Envious little bastards enjoyed locking me in places, giving me wedgies, the whole nine yards. I tried to talk to my dad, but he ignored me. I talked to my mom, but she simply preached pacifism, saying 'Treat them with kindness and they shall in turn be kind.' What bullshit... I was alone, getting beaten up and abused on a daily basis. Even the teacher didn't care. I was just a rich brat who needed a lesson in real life.

Day after day I got my ass kicked for being rich, and nobody bothered to step in and stop it. It was then that I learned that pacifism was for people who COULDN'T fight back. But I could, so I did. I had one of my adult servants buy me a pair of brass knuckles to defend myself with. He thought it was just jewelry, the stupid bastard. The next day at school Jeremy got the surprise of his life when I broke those things out and fractured his nose in three places.

Naturally, I got in trouble for it... but oohhh was it worth it. I finally stopped being the helpless rich girl and kids stopped picking on me real quick once I was allowed back in school. I was Mandy the Masher, the kid who told OTHER kids what to do. Actually, it was about this time that my mom decided we needed to get away for a while. So we left Beverly Hills... and I had the time of my life. Just me and my mom, sitting on a hilltop looking out over the ocean... it was like sitting in Heaven. No threats, no coldness... just me and her, warm and safe.

But it had to end, and I went back to Jr. High the next year. My money seemed to come back into style, and people began worshipping me again. But it was still hard to trust people... so I pushed them away, tried my damndest to keep them at arms length. But they wouldn't stop kissing my ass, so I broke out my knuckles again one day and went to work. I knocked out six people before the teachers caught me and pinned me to the ground.

I was expelled pending psychiatric evaluation. Heh... Mandy Myers, the girl with everything, was thrust into therapy. They diagnosed me with chronic Depression... stupid assholes. No shit I was depressed, I didn't have a Goddamn thing to look forward to except the fear of being beaten by the other kids and ignored by my parents. I'd like to see someone not get depressed under those conditions.

I was in therapy for about two years, and my school life didn't improve a whole lot. I was alone a lot... until I reached puberty anyway. My God did the boys flock to my side. Well-endowed, slim figured, carefully groomed, and one rich bitch. It was like I suddenly became what every boy wanted and what every girl wanted to be. It took me a while to get used to it, but I guess I just realized that I was finally getting what I deserved. Popularity.

I was the queen of the first year of High School... and then SHE appeared. A blonde haired blue eyed bimbo with goods to spare and a willingness to flaunt them like she was God's gift to mankind. I tried to be nice to Clover at first, and we were civil for a while... but I guess when you compete so fiercely against each other for popularity, friendship just kind of becomes unimportant. Actually, I kinda like fighting Clover. It gives me a chance to release all that anger that just builds up, y'know? She's like a human punching bag. She deserves it anyway, arrogant little slut."

Mandy was sitting on the bed with her legs folded up against her chest, her arms wrapped around her knees. "I guess despite all my troubles, my life was pretty damn good before... it's just hard to believe it's all gone now. Bev. High, my money, my popularity, my mother..." She shook her head. "I guess my life IS over... the old Mandy is dead."

"Do you think that's what your dream was about?" Lady Luna suggested, having remained silent the entire time. "The end of your old life and the beginning of a new one?"

"I guess so... but what is left for me? I mean... in the dream even Brittany was..." Mandy trailed off.

"Your star is still shining, Mandy. Your old life may be over, but you have not gone out quite yet." Lady Luna told her with a gentle smile. "You've simply changed form, and that's nothing to be ashamed of. Isn't there something the 'new you' can latch onto? Something to help you define who you are now?" Mandy stared at her, trying to think of anything she had. Only one thing came to mind however...

"Brittany." Mandy replied simply.

Lady Luna smiled slightly and stood up, gathering her charts. "I believe we're done here, then."

"Huh? That's it?" Mandy asked, startled.

"Yep, that's it." Lady Luna replied.

"Well... thank you." Mandy smiled. "You know, you may be a wacky TV Astrologer... but you're actually pretty good at this."

"Hey, I DO have a degree in this stuff you know. It takes more than just looking at the stars to be able to interpret what they mean." Lady Luna winked and walked toward the door, passing by Brittany on her way. "She's all yours starshine. Be good to her, she's a good kid." Lady Luna left, leaving Brittany standing just inside the door. Mandy stared at her in shock. She never even noticed that Brittany came in.

Mandy's face turned bright red. "Uh... how... how long have you been there?" Mandy asked in embarrassment.

"I came in about the part where you broke a kid's nose." Brittany smiled and walked over to sit on the bed beside her. Mandy looked away, her face bright red. "You didn't tell her much about your parents..."

"I guess they're not really important now anyway..." Mandy shrugged slightly, thankful Brittany wasn't pressing the more sensitive issues. "What I had or didn't have makes no difference."

"That's not true." Brittany replied. "What you had plays a direct role in what you can have now." Brittany put one hand on Mandy's knee, squeezing it gently. Mandy stared at her eyes, looking back and forth between the violet orbs. "And you know what? I'm glad I've been able to help you... I really am." She smiled, her eyes seeming to glow with kindness.

"I'm glad I met you." Mandy replied. "I have no clue where I'd be right now if not for you... probably floating face-down in the ocean somewhere." She shivered at the thought of her lifeless, bloated corpse bobbing in the water. She felt Brittany slide closer to her, wrapping her arms around her shoulders. Mandy straightened her legs along the bed, putting one arm around Brittany's shoulders. "Thank you... for everything."

"You're welcome... Mandy..." Brittany breathed softly, her face less than a foot away from Mandy's. One blue-gloved hand rose to run across Mandy's head, her fingers brushing through her long black hair. Mandy's breath quickened as Brittany moved closer, her eyes half-shutting as their faces inched ever closer, their lips quivering in anticipation.

Their lips met, Brittany's fingers running through Mandy's long, lustrous hair, holding their lips together. Not that Mandy was going anywhere. Her eyes closed, the arm around Brittany's shoulders pulling her tightly against her. Their bodies pressed together, their legs intertwining as Mandy pulled the blue-suited girl closer still. Her breath became ragged and rough as she felt her body growing hotter in preparation...

"Brittany, Jerry said... shit!" Clover shouted in shock and stumbled against the door. Mandy and Brittany shot up instantly, hurriedly trying to disentangle from each other. "Oh God... um..." Clover stammered, red-faced.

Mandy growled and shot up from the bed, her blood boiling. "DO YOU HAVE ANY IDEA WHAT A DOOR IS FOR!? YOU KNOCK ON IT! LIKE THIS!" Mandy raised her fist and charged at the blonde girl.

"I'm sorrryyyyy!" Clover ran out of the room at full speed, with Mandy stopping just outside of the door. Clover vanished around a corner, leaving Mandy glaring after her, panting and clenching her fists at her sides. Brittany walked up beside her and put a hand on her shoulder.

"Calm down Mandy, business before pleasure." Brittany told her coolly. "She said something about Jerry, so we should go see what he wants from us." She turned to walk down the hallway as if they hadn't just been in the middle of something Mandy thought was pretty important. Mandy huffed and followed behind Brittany, still trying to get over the shock and embarrassment of being caught in such a compromising position. If Clover uttered a word to anyone it might be time to find another pair of brass knuckles...

Brittany led the way back to Jerry's office, where they walked in and stood in front of the desk. Jerry looked up at them from his seat. He looked pretty tired, but that was to be expected. He was apparently a very important man now, the one everyone looked to for orders. "You wanted to speak to us, Jerry?" Brittany asked.

"Yes, I would like you to embark soon on a mission to Japan. There has been a shortage of WOOHP agents there, particularly ones who understand the language." Jerry told them.

"I understand sir. I'll do my best." Brittany said.

"Fantastic." Jerry said. "Your teammates will meet you on the roof. As for you Mandy, I think you should-"

Brittany cut him off. "If it's all the same to you sir, I would like Mandy to be on my team... officially." Jerry looked at her curiously.

"You already have a team." He told her.

"Yes... but to be honest, I feel that Mandy and I have developed kind of a kinship... I believe I'm the best person to teach her how to be a WOOHP Agent, since she has no formal training." Brittany replied. "Besides, you just said you're short on WOOHP teams. Making teams of two instead of three allows you to cover more area."

Jerry stared at her with a steady gaze, then his gaze flicked away from her to suddenly fix on Mandy. "Do you agree with this, Mandy?"

"Y... yes I do. Jerry... sir... sir Jerry." Mandy stuttered. She really wasn't used to this kind of thing. "I would love to remain with Brittany."

"Then you shall." Jerry nodded. "It's essential that our teams be content together... I'll convey the message to Megan and Yuki not to expect you, Brittany." Jerry said.

"Thanks Jerr." Brittany smiled.

"Now you should arrive as soon as possible. You'll mostly be acting as a translator, Brittany, but you should both keep your eyes peeled for any hint of hostilities between American and Japanese workers. It's vital at this juncture that the rebuilding effort be an international, interracial affair everywhere we look. Cooperation is essential." Jerry said sternly.

"Understood." Brittany acknowledged.

"Good. Your transportation is already waiting on the landing pad. Hurry on up. Your gadgets will also be waiting in the plane, for you to choose from." Jerry told them.

"We won't let you down Jerr." Brittany turned to leave swiftly, leaving Mandy to scramble after her. They made their way to the elevator and leaned against the back wall while it made its way up toward the roof. Mandy felt a bit uncomfortable... unsure of herself for once. What happened in the bedroom... was it just in the heat of the moment? Or was there really that kind of connection between them?

"Brittany..." Mandy began.

"After we're on our way, okay?" Brittany interrupted. So Mandy fell silent, her heart sinking. It was just that once, and the mood had been broken by that blonde bitch. Damn Clover always had to stick her annoying nose into everything Mandy did.

They emerged on the roof and made their way to the WOOHP jet, getting inside without incident and taking their seats. They sat comfortably in the back while the pilots made pre-flight calculations, then got them into the air. It would take some time to reach Japan from California, so they settled in for a long flight.

"About what happened... I..." Mandy gasped when Brittany grabbed her and yanked her into a sitting position on the arm of Brittany's chair. "What're you doing!?"

"We were in the middle of something..." Brittany ran a hand through her hair, staring tenderly into her eyes. "We took care of the business... nothing wrong with pleasure now..."

"Oh..." Mandy smiled back tenderly, leaning down against her. Their next kiss wasn't as magical as the one they'd shared minutes before, but it still felt wonderful to Mandy, who'd long craved the kind of affection Brittany had to offer, especially after being left truly alone in the world for the first time. She needed someone... she needed someone badly.

Time passed with the two girls exploring everything new, everything that had developed between them since they'd met at the airport such a short time ago. Brittany didn't feel like a stranger anymore, she didn't feel like the woman whose arrival had ended Mandy's life as she'd known it. Brittany had become more... so much more that Mandy's mind and body were both reeling in excitement and confusion.

When all was said and done... when the exploration was over and Mandy settled down once again into Brittany's arms, Brittany held her close. Her hands turned from fiery to soothing as they rubbed her shoulders, one running over her forehead, wiping a few stray strands of hair out of her eyes. Mandy looked up at the girl who had managed to become everything to her. Her savior... her lover.

Brittany smiled down at her, not saying a word. That was just as well... any sound would have destroyed the moment, and Mandy wanted to hold it dear as long as possible. They would have a job to do soon enough, and she didn't know when they would be alone together again... if they ever were. This moment was sacred... she wouldn't make the mistake she made so many times before, taking her happiness for granted. She would always hold this moment close to her heart... as the first time she found true love.


	15. Sam's Decision

The cold, lifeless hallways of WOOHP had been feeling exceptionally cold the last few days. She'd gone completely numb, and spent all of her time finding dark corners to hide in. She had to be alone... she had to think. She had to figure out what to do now. But the harder she thought, the more she'd sunk into a vague sense of despair. Now at last, she'd reached a conclusion, so she headed for Jerry's office to confront him and let her course of action be known. Maybe he would make her regret it... but she would not scurry and hide in the shadows like he did. She would walk away from all this with her head held high.

Sam pushed open the door to Jerry's office and went inside. Jerry was standing in front of GLADIS' camera, discussing something in hushed tones. When he heard the door he whirled, and his eyes immediately softened when he saw that it was her. "Sam... I was beginning to grow concerned." Jerry turned away from GLADIS to face her.

"I've made a decision, Jerry." Sam replied. There was a moment of tense silence before she spoke again. "I can't be a part of this charade."

"Is that so?" Jerry sounded disappointed. "So you'd condemn the world to becoming a chaotic... barbaric place rather than accept what happened? Do you think people will remain peaceful when they learn the truth?"

"No." Sam replied. "But I've thought a lot about it... I just can't let a new world to be based on this kind of lie."

"Are you certain?"

"Not in the slightest." Sam shook her head. "I don't know what's right or wrong anymore... all I know is how I feel, and I feel that the truth should be known. Knowledge is power Jerry. If you deprive them of the full truth, how are you better than any other dictator from history? You're using their ignorance to manipulate them... no matter how righteous your ultimate goal seems."

Jerry nodded slowly, putting his fingers together in a pyramid, never taking his eyes away from hers. "You know... that this information could destroy everything I'm working for... everything the world could become now."

"I know." Sam replied.

"Then you know I can't let you go." Jerry said.

"I know." Sam repeated. "I just wanted to make my position clear before I left anyway."

"I'm sorry Samantha." Jerry stood up and rested his hand on the desk, near the red button that would set off the building's security system. "You are like a daughter to me... and I want you to have everything you could want. I want you to be happy."

"I'll be happy when everyone knows why their friends... their lovers... and their families had to die." Sam replied. "Call security on me if you want. I'm leaving either way." Sam turned and walked out of the room. No sooner had she passed the solid steel door than red lights began to flash, GLADIS' robotic voice echoing through the entire building.

"SECURITY ALERT. A rogue agent is attempting to leave the premises. Moving across the sixty-fifth floor. Detain at all costs." GLADIS' voice warned amid the flashing lights. Sam took off down the hall, pumping her legs as hard as she possibly could. She didn't get far before two guards rounded the corner in front of her, but she had the element of surprise. She leapt in the air and thrust both legs out, slamming them both into the walls before she landed and sprinted between them.

Sam made her way down the halls and turned into the stairway, but suddenly the door swung open, slamming into her. She stumbled back into the wall with a heavy thump, grunting in pain and WOOHP Officers began pouring out of the stairwell. Sam lurched to her feet and turned to run, but two officers grabbed her arms, holding onto her while others began to swarm around her.

Sam growled and bend her wrists backward, the nails on her gloves extending over an inch longer than normal. She thrust her hand upward, thrusting the Retractable Faux Nails into her captor's shoulder. He howled in pain and pulled away quickly, clutching at his wound as others began to swarm around her. Sam threw herself forward, slashing with her newly grown claws.

The Officers backed off quickly, an opportunity Sam seized. She leapt between them, whirling to kick one officer out of the way and break from the crowd. She sprinted down the hallway, with over a dozen WOOHP Officers trailing right behind her. One hand quickly reached into her hair and yanked free two barrettes.

She leapt into the air in mid-sprint, whirling and throwing the barrettes behind her. The blades on the Buzzsaw Boomerangs sprang from their shells as they arced toward the solid steel walls on each side of the Officers. They sliced into the steel walls, the friction causing a shower of sparks to rain down on her pursuers. Their neatly pressed uniforms quickly ignited, the front row going up in flames.

The officers yelled in surprise and pain, their comrades rushing to their aid while Sam continued down the hall. She skidded to a stop in front of a window and two open hallways on either side. She turned to the right, but several officers quickly turned the corner. She looked back the other way only to see yet more officers coming up behind her. She backed toward the middle of the intersection, her guard up.

"Give yourself up. We have you surrounded." One of the officers insisted as they slowly closed the gap between them.

"They deserve the truth." Sam snaked one hand discreetly into her pocket. "Even peace is just another form of control when it's based on ignorance." Quickly she whipped her hand out of her suit, holding several small tubes above her head. The officers rushed toward her, but the flung the tubes of Lip-Balm Smoke Bombs into the floor, and a cloud of solid pink smoked flooded down the hallway, completely obscuring everyone's vision.

Officers scrambled for her, the sound of grunts and yelps as they searched through the thick fog echoed across the steel walls. At last the fog began to dissipate, and the officers stood in confusion as they looked around. The spy had vanished amid the smoke, as if she'd never existed in the first place. "Spread out, I want every inch of this floor searched!" One of the officers exclaimed.

"Yes sir!" The officers split up to rush down the three hallways, leaving behind the spent smoke bombs. Sam clung to the building's support beam outside the window, using it to stay out of sight from the windows. Her hair whipped across her face with the harsh winds that blew through the area, but she just brushed it out of the way and paused to take a few deep breaths.

She was way too high up to climb down with any of the gadgets she had on her, but she would be found in seconds if she entered this floor again. So she slowly slid away from the beam, standing on the ledge in front of one of the windows, facing toward the glass. She pulled out the cord on her bungee belt and fired it at the windowsill, where it clung tightly.

She put her arms out to the sides, leaned back, and kicked off the windowsill, letting the bungee cord unwind as she fell through the air away from the building. She was careful not to let her blood start pumping too much, she needed to be able to focus if she didn't want to slam into the wall, probably breaking every bone in her body.

Soon the cord snapped taut with a jerk, and Sam began to swing in toward the building. The arc took her straight toward the side of the building between windows, so she places her hand on top of the release, waiting for just the right moment. Right before she would have connected she pressed the release and the hook let go. Sam began to fall, but only two feet, straight into the window beneath the wall.

The glass shattered on impact, raining down around her as she slammed into the floor on her back with a pained thud. The Bungee Belt wound itself up back into place, forcing her to jerk her head to the side to avoid the buckle as it zipped back into place. Sam climbed to her feet, looking around to take stock of where she'd wound up. The cord only had a length of twenty stories, so she still wasn't near the bottom.

But she'd gotten around the officers and guards for now, so she was alone on this floor. She ran down the empty hallway, finding the stairs and running out into them to begin the long trek down. Taking the elevator would be way too risky, especially since it was electronic, and GLADIS was probably keeping an eye out for her as well.

She stopped when a door opened the next floor down, several WOOHP Agents she didn't know rushing into the stairwell. The girls looked up at her, crossing their arms over their chests.

"So you're the traitor huh?" The one in front asked. Her gaze was cold and deadly serious, her sharp, slanted eyes staring into Sam's. She wore a gray suit, so dark it might look like fog in the middle of the night. Her skin was light and smooth, and her hair was pitch black. "I didn't think one of the girls who saved the world would turn on it. But I guess heroes are fickle that way."

"Who are you?" Sam demanded.

"I'm Yuki, this is my teammate Megan." The girl replied. Her teammate was a somewhat scrawny girl, at least six inches shorter than Yuki. Her skin was pail and bony for an Agent, with short brown hair cut close to her scalp, but her eyes were sharp and piercing. Her WOOHP uniform was white, almost looking like it was shining. "And you're not going anywhere."

"Listen to me. I don't know what you were told, but it's a lie." Sam slowly walked down the stairs toward them. "Everything that's happened over the last week, it's all been a lie. Jerry isn't anyone's savior, and neither am I. It was all a setup... Jerry is the one responsible for all of it."

"I thought you'd come up with a stupid excuse... but even I wasn't expecting something that bad." Yuki let out a sharp laugh. "Now just give up. You may be able to outrun the muscle heads, but we're Agents, just like you... or maybe even better than you."

"Fine, have it your way..." Sam jumped forward suddenly, pushing off the stairs to sail right over Yuki's head. Yuki leapt to catch her, but Sam sailed right past her, hitting the stairwell at the bottom hard and falling to her knee. But Megan grabbed her hair and shoved her toward the wall, slamming her head into the solid steel. Sam shook her head and tried to get up, but Megan moved with surprising speed, embedding her foot into Sam's stomach.

"Uuugh..." Sam groaned and doubled over, clutching her stomach and gasping for air.

"You're coming with us." Megan told her simply. Sam jumped up suddenly, ignoring the pain in her stomach. She shoved Megan out of the way and tried to run down the stairs, but Yuki caught a handful of her hair and yanked it back while her body went down. Sam howled in pain as she was dragged back upstairs by her hair, then thrown against the wall again.

Yuki and Megan both stood in front of her, their arms across their chests. Sam was probably more experienced, but one against two were still bad odds. "We can do this all day if you want, but you're not leaving." Yuki smirked. Suddenly the door beside them opened and two figures ran into the stairwell.

"Sam!?" Sam looked up when she heard Alex's voice. Alex and Clover were standing behind Yuki and Megan, staring at her in shock. "You mean... YOU'RE the rogue agent?" Alex said, dumbfounded.

"Alex... Clover... please. I have a good reason... Jerry, he's responsible for everything!" Sam shouted desperately.

"What are you talking about?" Clover asked.

"We don't have time, the officers will probably be here any second. We have to get out of here now!" Sam shouted.

"That's enough out of you." Yuki plunged one fist into Sam's stomach, knocking the wind out of her. Sam groaned and fell to her knees, gasping for air once again. "Stay put until someone arrives to haul your sorry butt to where it belongs." Clover and Alex just watched the scene, looking too shocked to even believe this was happening.

"Girls... please..." Sam begged breathlessly. "Believe me..." Clover and Alex stared at her, then exchanged a quick glance. They nodded and looked straight at the two other agents standing in front of them. In less than a moment Yuki and Megan both collapsed to the floor unconscious as Alex and Clover knelt down to help Sam climb to her feet. "Thank you..."

"We'll talk later. Let's get out of here for now." Clover said. She and Alex rushed down the stairs, carefully carrying Sam between them until she recovered enough to make it on her own. The run was long and tiring, but the girls didn't quit, especially when they heard doors opening on upper flights and officers pouring into the stairwell.

They raced down the stairs and finally ran out on the first floor, panting heavily. "Come on, front door's this way!" Clover ran toward the exit, with Sam and Alex trailing right behind her. They reached the door, but they slammed into it without making it move an inch. A light above the door was flashing red, indicating that it was electronically sealed.

"Rogue Agent detected near primary entrance." GLADIS' voice announced through the building's intercom. "Has been joined by two other Rogue Agents."

"Any idea how we break out?" Alex asked.

"The easy way." Sam reached into her hair and took out her Butterfly Barrette Bomb. "I thought I'd have to fight my way out. Stand back girls." The three girls moved back and Sam hefted the barrette. She hurled it at the door with a grunt. The force of the explosion was enough to send the three girls back against the far wall, but the doors crumbled outward with a thunderous crash.

"We're almost home free!" Sam pushed herself off the wall, running for the door. Alex and Clover ran right behind her. They ran out onto the pavement in front of WOOHP headquarters, but no sooner had they reached the street than gunfire erupted around them. The girls yelped in surprise. "This way! Hurry!" Sam darted toward the small settlement that was being built outside WOOHP headquarters. The gunfire died down as they neared. As she hoped, they wouldn't put innocents in danger.

"Where do we go now?" Clover asked. They were safe from gunfire, but the WOOHP Officers were still on their tail.

"We keep running until we lose them." Sam replied. The girls didn't stop for anything, charging around makeshift shelters and people going about their daily business. Soon they made it through the small settlement and ran into the abandoned sections of the city, picking their way around broken vehicles, furniture, electronics, and anything else that hadn't survived the flood.

The officers opened fire again, but there was far too much debris for the gunfire to get through, and the girls were nimble enough to get through it with relative ease, compared to the large and bulky WOOHP Officers. The girls easily outdistanced them, turning down a small back alley and making their way between the buildings, running at random until it felt like their legs were going to give out.

At last they stopped to catch their breath, leaning against the walls or plopping to the ground. "Are you girls okay?" Sam panted. "Did anyone get hit?"

"I don't think I did..." Clover replied breathlessly. "Alex?"

"Umm..." Alex grunted. Sam and Clover looked to see her holding a gash on her calve. "I think it's just a cut, nothing to worry about."

"Even a cut can get infected. Sit down." Sam pushed away from the wall and walked over to her. Alex slid down the wall to her butt, sticking her leg out so Sam could pull her boot off, pull her pant leg up and examine the wound. It wasn't deep enough to be life-threatening, but it looked fairly mean and probably painful. "I don't have any water to wash it with, but at least I can wrap it up until we find some."

"Okay." Alex nodded warily. Clover kneeled down beside Sam to watch her dress the wound with a small piece of cloth she'd been carrying in her backpack.

"So, you mind telling us why we just broke out of WOOHP like wanted criminals?" Clover asked.

"We're not the criminals..." Sam said softly. "Jerry is."

"Jerry? Jerry would never commit a crime. He's not that kinda guy." Clover pointed out.

"I know, he thought he was doing the right thing..." Sam sighed softly. "Hell, maybe he was. I don't know."

"So you just dragged us out of WOOHP because Jerry did something that might or might not have been a bad thing to do?" Clover scratched her head in confusion. "You're not making a whole lot of sense Sammy."

"Professor Zero wasn't working alone." Sam told them curtly. "Jerry was funding him... Jerry did everything. He set up the base in the pyramid; he gave him Major Snell's gravity technology, he TOLD him to do it in the first place." Sam said. Clover and Alex stared at her in surprise.

"No... why... why would he?" Alex asked.

"He said it was to prevent a nuclear third World War..." Sam shook her head. "I guess he had a point... but I couldn't stand the idea of letting everyone stay ignorant of the truth. They have a right to know why their loved ones had to die, don't they...?" Sam looked over at Clover, almost pleading with her for comfort. "I'm doing the right thing, aren't I?"

"Sammy..." Clover held one of Sam's hands in both of hers. "Your judgment has been keeping us alive ever since we joined WOOHP. Even before that, you were my moral compass. Maybe I didn't listen to you as often as I should've, but you were always there to give me advice." Clover smiled. Sam smiled back. "You may make a mistake sometimes... you're only human after all. But if it comes down to choosing between you and Jerry, I'll choose you every single time."

"Yeah, me too." Alex added, scooting over to put an arm around Sam's shoulders. "Wherever you go Sam, I know you'll do what you think is right. And I'll always be right there with you, we both will." Alex smiled. Sam sniffled as tears of joy began to slide down her cheeks.

"Oh thank you girls!" Sam threw her arms around her friends, pulling them into a tight group hug. "Thank you so much..."

"Don't sweat it." Clover hugged her back, leaning her cheek against the side of her head. "Now let's get out of this alley and start spreading the word." Clover moved to climb to her feet, helping Sam up in the process. Alex stood up as well with a bit more difficulty since her leg seemed to be paining her still. She took a moment to slide her boot back on.

"How do we do that? If we show our faces anywhere near WOOHP Headquarters we'll probably get caught." Alex asked.

"We're still spies." Clover replied. "We just go undercover. If we're careful we can start spreading the truth without anyone at WOOHP realizing we're there."

"Okay, so how do we do that exactly?" Alex asked. They both turned to Sam, who was still trying to compose herself. She hated getting overly emotional, especially in the middle of a mission. It made her feel like a child... but she just couldn't help it. She'd known Alex and Clover were her best friends, but she never knew just how much faith they put in her. She was grateful for them now more than ever.

"Alright girls..." Sam wiped her eyes clear and looked back and forth between her friends. "We need a way to get into the settlement without arousing any suspicion from WOOHP. It's not likely for three girls to just walk in, the nearest surviving people are probably hundreds of miles away." Sam finished composing herself and stood up straight, looking back and forth between her friends. "Coming in by air is out..."

"So we can't fly, we can't walk... what else is there?" Alex asked. Sam turned her gaze toward a nearby manhole cover lying on the ground nearby.

Clover groaned. "Ah geeze, I hate sewers!"

"I know, but we can pop up right in the middle of the settlement without WOOHP figuring us out. Now come on." Sam walked toward the manhole with her friends following behind her. She couldn't help thinking about everyone they'd left in WOOHP. Her mother, Stella, Carmen... Arnold... but she was sure Jerry wouldn't hurt them. He wasn't some maniacal supervillain... and that only made this harder for her. But her mind was made up. Her path was set. And she would see it through.


	16. Stir of Echoes

From his office Jerry watched, staring down at the small settlement that had just begun to form around WOOHP Headquarters. WOOHP Officers combed through it and the surrounding area, but they had yet to find any sign of Sam, Alex, and Clover after their escape that morning. He wasn't really surprised, he wasn't lying those times he said they were the best WOOHP had to offer. If they didn't want to be found, there was very little chance of anyone less than a rival WOOHP team tracking them down. That was why he'd already ordered Pam, Alice, and Crimson back to Headquarters, but it would still be a while before they could arrive.

"You wanted to see us sir." A girl's voice said from behind him. Jerry turned to look back at Yuki and Megan, both of whom looked tired and in pain, but they still put on their best salutes.

"Yes." Jerry replied. "I would like to question you about what happened when you confronted Samantha."

"We already filed a report, sir." Yuki said.

"Yes, I read it. I would just like your personal statements on the matter." Jerry replied.

"Yes sir." Yuki said.

"Did Samantha say anything while you had her cornered?" Jerry asked.

"She said you were responsible for everything that happened over the last week... that everything we were told about it was a lie." Yuki responded dutifully. Jerry studied her face, trying to get a feel on what she thought of that information. But her face was a carefully emotionless mask. So was Megan's, but hers was always that way, so that didn't tell him much.

"What do you think about that?" Jerry asked.

"Honestly sir?" Yuki asked. Jerry nodded. "I'm wondering whether or not it's true. Brittany always spoke highly of that WOOHP team... it boggles my mind that they would just turn on WOOHP for no reason."

"Is it worth absolute chaos if it was true?" Jerry asked. Yuki just stared at him, obviously struggling with the question, just as Sam had. He knew better than anyone how hard those kinds choices were to make. As WOOHP director, he'd been forced again and again to make choices that most people would never dream of making. And this one was the hardest of them all.

"No sir... I guess not." Yuki replied.

"Good." Jerry nodded slightly. "I would like you to join Pam, Alice and Crimson when they arrive. They're one of my best teams, but they're past their prime and Sam, Alex, and Clover are the best WOOHP has to offer. Assist them in any way you can once they arrive. And take the opportunity to learn something from them while you're at it. They've been agents longer than any other currently active team."

"Understood." Yuki and Megan replied in unison. Behind them a WOOHP officer walked in, with one hand on his earpiece.

"Sir, three women here to see you. They seem pretty distressed, they're demanding to speak to you now." He said. Jerry knew instantly who it was.

"Of course. Yuki, Megan, you have your orders. You can go." The girls nodded and turned to leave. Jerry waited until they were gone before speaking to the officer. "Show them in." Jerry stood with his hands in his pockets. He was caught off-guard when Sam's mother charged into the room like a rabid pit-bull, rushing him and grabbing his collar.

"Where did my Samantha go!?" She demanded quickly. "I've heard such awful things... where is she!?"

"Your daughter is fine, to our knowledge." Jerry put his hands on her shoulders, pushing her gently away from him. "Now please, calm down." Gabriella looked more ready to rip his head off and interrogate it, but somehow she managed to restrain herself and move away from him. Stella and Carmen walked up beside her, giving Jerry frightened, worried looks.

"Where are our daughters, Jerry?" Carmen asked. "This is all still so new, and then our girls just disappear."

"And they're saying they broke out of the building in a firefight." Stella added angrily. "Why would you open fire on our girls!?"

"Please, calm down." Jerry told them.

"Calm down!? Our daughters just ran out of your building in a hail of bullets!" Gabby shouted. "Don't you tell me to calm down! I demand to know what's going on this instant!" Her face turned red with barely contained rage. Honestly, Jerry couldn't think of a thing to tell them. He could have them locked up... but he wasn't a monster. He had to diffuse this situation without harming the women. They were just worried about their daughters after all. He couldn't possibly blame them for that.

"I assure you we're doing everything we can to find your daughters." Jerry told them. "I had no intention of harming them, the gunfire was a miscommunication that I assure you will not happen again."

"A miscommunication?" Gabby asked, dumbfounded. "What kind of shoddy place is this where a miscommunication gets you shot at!?"

"Yeah!" Carmen and Stella agreed emphatically.

"Please ladies, calm down." Jerry insisted. "I promise you, I'm doing everything I can to rectify the situation. But we cannot find your daughters at the present time. As soon as we do I shall contact you." The three mothers continued to glare at him angrily. "I know how you feel... sometimes I think of the girls as my own daughters. But fighting each other won't help anybody."

"If my Samantha gets hurt because your little soldiers scared her away, I won't rest until I see you brought to justice!" Gabby exclaimed.

"I won't let that happen, believe me." Jerry said. "Now if you ladies will excuse me, I still have many matters to attend to. The world is not going to heal itself." The mothers exchanged a glance and turned to leave.

"We'll be watching you." Carmen waggled one finger at him before turning to join her friends on their way out the door. Jerry sighed and walked to the desk, plopping down in his chair and putting one hand to his hairless head. He heard the camera behind his desk whir as it turned to focus on him. GLADIS always was curious about the things he did when he was alone.

"Do you feel ill Jerry?" GLADIS asked.

"In a manner of speaking." Jerry replied.

"Should I summon a physician?"

"It's not that kind of illness, GLADIS." Jerry replied softly.

"I do not understand."

"That's not surprising." Jerry shrugged. "It's a feeling... a feeling of guilt. I drove the girls to leave... I could have simply lied to Sam, told her she was wrong about me, and let it stand at that. Why couldn't I?" He sighed. "I just couldn't lie to her... not to her. She's like the daughter I never had... and can never have."

"There are medications and procedures to allow you to procreate if you so desire, even at your advanced age." GLADIS said helpfully.

Jerry chuckled. "That's not why I won't have a child... it's because of my life. But never mind, it's unimportant really." Jerry pushed himself up from his chair. "Has there been any sign of our spies reported yet?"

"Negative." GLADIS told him. "Communications have been..." GLADIS paused for a moment before continuing down another train of thought. Jerry knew she was a machine and could do that, but it still unnerved him sometimes. "Arnold Jackson is approaching your office Jerry. Shall I lock the door?"

"No, I might as well get through all of these meetings all at once." Jerry sighed and turned his chair toward the door. In a few moments it slid open and Arnold ran in, looking flushed and worried. Jerry sat calm and silent while the boy charged up to his desk and slapped his palms down on it in a vain attempt to seem tough. The hard steel hurt his palms though, so he jerked them up again and shook them out as he spoke.

"Jerry, I heard something happened with Sam! Where is she!?" He demanded breathlessly. The boy was incredibly smart, one of the brightest of his age Jerry had ever seen. But he knew next to nothing about the real world, and even less about how to handle physical exertions. But it was obvious that he fancied Samantha, she was all he talked about.

That made this even harder for Jerry. "She felt she had to leave... we don't know why." Jerry lied gently. "She's fine, you don't need to worry. And we're looking for her as we speak."

"They said she was shot at..." Arnold complained.

"A mistake, I assure you." Jerry told him. "Now please, go calm yourself down. I'll contact you when we find her."

"But... but..." Arnold sputtered, but Jerry's expression must have warned him away from pressing the issue any further. He turned to leave with his shoulders slumped. Jerry might have worried, but suddenly he fell back into his chair, exhausted by the burden of the world coupled with a severe lack of sleep and nourishment overt he last few days.

"Rest, Jerry. I shall watch over you." GLADIS told him. Her voice was its usual monotone, but for some reason Jerry could've sworn he heard softness in it.

"I can't rest GLADIS..." Jerry complained, though he couldn't have moved if he tried. It seemed strange... in fact, he could swear the air was beginning to grow thinner in the airtight office. His eyes grew heavy, closing of their own accord as he slid down into the chair. He opened his mouth to speak, but the lack of oxygen and his own exhaustion quickly did him in.

"Sweet dreams, Jerry." GLADIS told him as the aged WOOHP agent fell into a deep slumber. He had no idea how long he was out, he didn't even dream. It felt like a mere blink before he was startled back to consciousness by one of his officers rushing into the room. He rubbed his eyes and sat up, trying to focus on the job at hand.

"Sir, our undercover agents are reporting strange rumors spreading through the settlements." He said.

"Which ones? What kind of rumors?" Jerry asked.

"All of them sir. And they're saying that there's a rebellion against WOOHP being formed as we speak." He said. A quick glance at his watch told Jerry only five hours had passed. He had to commend his spies, they were extremely effective when they set their mind to something. He wasn't sure even he could have started this in such a short period of time. "There have been three attacks against uniformed WOOHP personnel already."

Jerry pursed his lips, then turned and walked to the wall, where GLADIS dutifully opened the window to let him look down at the settlement. It was after midnight here, but he could still see lights on in a few of the tents. People plotting this rebellion... one of those lights might be shining on Sam, Clover and Alex for all he knew. He might be able to keep control, he had agents in every settlement... but was he willing to really become a dictator?

"Your orders sir?" the officer asked from the door.

"Withdraw all WOOHP personnel before the conflicts escalate too far, and-" Jerry was cut off when another man ran in.

"Sir, we've received reports of war breaking out in Japan. There are mass riots, and many WOOHP agents and officers are unaccounted for." He said quickly. "They're being swamped."

"Withdraw all WOOHP personnel immediately." Jerry ordered. "We have to minimize casualties to both sides. Enough people have died lately, we don't need war to add even more to their numbers."

"Yes sir." Both officers gave him a swift salute and turned to leave the office, leaving Jerry to look out the window again. He could see the settlement beginning to bustle with activity. This was well organized, in such a short time. It didn't seem possible... but he couldn't deny what his gut was telling him.

"I hope you're happy Samantha." Jerry said under his breath. "The truth is known... and peace is crumbling." He sighed deeply and shook his head. All of those lives, all lost for naught if the world once again turns to war. WOOHP against the rest of the world... they could hold their own, but he didn't want to fight, especially on a global scale...

But then, that might be the only way to make sure the world stayed united. Pull back now and stay huddled in WOOHP headquarters, and the citizens might grow suspicious of one another... suspicions that would inevitably turn to accusations, and from there to conflicts and wars. This fragile peace would crumble if Jerry did nothing...

"Jerry. Pam, Alice, and Crimson have arrived. They are standing by on the landing pad." GLADIS informed him.

"I'm on my way. Inform Yuki and Megan to meet me up there." Jerry turned to walk toward the door.

"Affirmative." GLADIS said as Jerry left the relative sanctuary of his office and made his way up through WOOHP headquarters toward the roof. Pam, Alice and Crimson were some of his best spies from years ago, but they'd been out of action for a long time after being captured by a maniacal villain named Edison. They only escaped with Sam, Alex and Clover's help, and hadn't wanted to rejoin WOOHP until they realized how serious the current situation was.

After a short elevator ride, he emerged on the roof and walked toward the landing pad, where he could see the three older spies standing around chatting with one another while they waited. They fell silent and turned toward him as he approached.

"We're here Jerry, what have you got for us?" Pam asked.

"A vital mission." Jerry told them. "You remember Sam, Alex, and Clover I presume."

"Kinda hard to forget them. We owe them our freedom." Pam replied.

"They've turned rogue." Jerry said. This drew a small gasp from the three women, but Jerry pressed onward before they could question him. "I need you girls to find them and bring them back to WOOHP headquarters by any means necessary." It was far too late to keep them from spreading the truth... but he knew them. They would go farther if they could and lead the rebellion themselves. Without that leadership though, peace would be much easier to maintain.

"Can you give us a reason for this?" Pam asked.

"I'm afraid we don't know. But this mission is top priority, I want it accomplished as quickly as possible."

"Understood." Pam nodded. Jerry looked over his shoulder when he heard a pair of footsteps walking up behind him. Yuki and Megan approached, standing on either side of him.

"Oh yes. These are Yuki and Megan, two of our newer WOOHP agents. I would like you to take them with you to assist you in any way you need." Jerry said. "They're still quite new, but they're also very capable agents. I have every confidence in their abilities to help you capture Sam Alex and Clover."

"Thanks Jerry, we won't let you down." Pam said. Alice and Crimson nodded as well from behind her.

"I know you won't." Jerry nodded back. "Good luck, spies." Pam turned toward Yuki and Megan.

"Come on you two, we're moving out. The sooner we start, the better." Pam said. Yuki and Megan moved past Jerry to join the three older spies as they turned to board their Helijet again. Jerry watched the jet's door close as the engines slowly turned downward for vertical takeoff. They were his second best WOOHP team, he wasn't too worried about them.

Jerry turned back to one of his ever-present WOOHP officers. "Forget my previous withdraw order... tell our agents to maintain the peace through any means necessary."

"Sir?" The officer asked in surprise.

"If we pull out, it will only give them time to become more organized into sects. We'll be completely helpless to stop the inevitable power struggles and conflicts. But if we keep control now, we can keep those conflicts from ever happening." Jerry said. "At the very least, we would give them a common enemy. We may be able to salvage peace yet if we move carefully, even if we have to turn ourselves into the bad guy for now."

"Understood sir." The officer turned to rush into the building to deliver his order. Jerry didn't like this, not one bit. But if he had to turn himself into the enemy of the world to make them maintain the fragile peace between themselves, he would do it. He would do anything to see his dream of a peaceful world come to pass.


	17. The Revolution Begins

Brittany stretched her arms out luxuriously, standing in front of the window of the hotel room she and Mandy shared. She looked out over the streets of Tokyo, in as much disarray as Las Vegas had been, and with a population just as small. One of the most densely populated cities in the world... reduced to this. It still seemed surreal to her, something this massive took a very long time to truly take in.

She turned her head when she heard the door open. Mandy walked in and closed the door behind her, flashing Brittany a smile. She had a couple of small white boxes held in one hand. "I brought some food. Apparently there was a lot of food stuff lying around wrapped in plastic, so we have plenty to eat." She walked to the bed and dropped the small boxes onto it.

"That's good at least." Brittany smiled back half-heartedly. She walked back to the bed, her muscles aching. They'd been working all day to try to help the citizens of Tokyo rebuild some semblance of their former society. She scooped a box off of it and plopped down on the edge of the cushion, prying the box open and grabbing a pair of chopsticks that had fallen beside the boxes.

Mandy sat down beside her and began to eat as well, letting the silence remain light and companionable as they filled stomachs drained by a hard day's labor. Brittany cast a few glances at her companion, marveling at the changes in her over the last few days. The whiny, sobbing, nerve-wracked girl had suddenly become a willing... if not completely competent... teammate.

"How you holding up?" Brittany asked.

"So far so good." Mandy replied without looking up from her bucket of food. "Trying not to think. Don't think and you can't go into shock." Brittany wasn't sure how healthy that was, but the girl had a point. "How about you?"

"I'm alive..." Brittany smirked. Mandy chuckled lightly. They both looked at the nightstand when Brittany's new X-Powder began to beep, the light on the top flashing an emergency code only Brittany recognized.

"What's going on?" Mandy asked.

"Let's find out." Brittany stood and walked quickly to the nightstand to open her X-Powder. A holographic image of a WOOHP Officer quickly appeared on the screen.

"All active WOOHP Agents, uprisings have been reported in three different countries, and they are spreading quickly. All Agents are advised to take all necessary measures to subdue these uprisings. Use of force is authorized." Brittany blinked in surprise as the message proceeded to repeat its warning. Uprisings? Why would the people rise up against WOOHP?

"What the...?" Brittany muttered.

"He's not kidding." Mandy said from the window, looking down. Brittany rushed over and looked down to see a large crowd of people gathering outside the hotel that had been designated WOOHP's Tokyo headquarters. "They look ready to torch the place. How are we supposed to stop them?"

"Non-lethally if I can help it." Brittany walked back to the closet and pulled out a pair of Head-For-Cover Hoverboards, dropping them to the ground. She also pulled out a pair of Perfume Atomizer Stunspray bottles, tossing one to Mandy. "We move overhead and stun as many people as we can. We have to disperse this crowd before they get too violent."

"It sounds like we're too late." Mandy commented when she heard shouts of anger floating in from outside.

"Then we hurry." Brittany jumped on her hoverboard, which instantly lifted off from the ground. She watched Mandy climb on her own. She hunched over to keep her balance, but otherwise her form looked good. "Come on, let's go do some crowd control." Brittany floated toward the window and pushed it open before streaking high into the night sky. She flipped vertically in the air, then pointed her board straight down toward the howling crowd underneath. They were banging at the sealed doors and windows trying to get in.

Brittany pulled up at the last moment, skimming just above the line of heads and letting a puff of Stunspray shower the crowd. A portion of the rioters stopped moving, freezing in place completely solid. She pulled up before anyone could orient on her, flying high into the sky again. She watched Mandy pulled a similar maneuver, though the crowd she nailed was significantly smaller.

"Keep it up until they disperse!" Brittany shouted over the rush of the wind as she flew back down toward the crowd. The two WOOHP Agents continued their sweeping maneuvers, remaining just outside the grasping reach of the angry rioters. At one point bullets began to fly, but Brittany located the source and swooped down to pick him off with her Stunspray.

Those members of the crowd who retained their ability to move began to flee from the aerial assault, and Brittany figured it was pretty much in the bag. But suddenly she heard a scream from behind her, and heard the thunk of the Head-For-Cover hoverboard hitting the ground, riderless. Brittany whirled, and her heart caught in her chest when she saw Mandy pinned inside a crowd of rioters, who were doing their best to pummel every part of their body they could reach.

"Goddamnit..." Brittany whirled and streaked full speed toward the crowd, tossing the Stunspray aside. At the last second the turned off the board and put it between her and the outer ring of protestors, slamming it into their backs. She vaulted over them and landed on top of another, kicking him to the ground and landing in a crouch beside Mandy. The surprised crowd backed off momentarily, but it wasn't likely to last long. Mandy was on the ground, hugging herself and shivering.

"Everyone back off." Brittany climbed to her feet, putting her fists up in front of her. "Don't make me hurt you."

"Hurt us? You're one to talk, murderer!" One of the men shouted hatefully.

"What are you talking about?" Brittany demanded. "YOU'RE attacking US!"

"We know what you did... you and everyone in the damned organization!" The man shouted, his fists clenching dangerously. "We won't let you get away with what you've done..." His voice radiated hatred, and those around him joined in, forming a tight circle around her. Brittany backed into the center of the circle, standing over Mandy with her fists in the air.

Suddenly she reached for her belt, but the swarm of people closed in, grabbing her. She managed to pull her X-Powder out of her suit, but the people held her arms apart, several others pummeling her in the stomach viciously. She doubled over, groaning in pain, but they refused to stop. She could see still others kicking Mandy on the ground, where the girl wasn't even trying to fight back anymore.

"Ugh..." Brittany groaned in pain as one fist slammed into her face, jarring her viciously. Her grip loosened, dropping the X-Powder to the ground, where it popped open facing her. Brittany hung her head in pain, not looking up as the blows stopped and the man from before walked up to her.

"Murderous two-faced wretches..." He spat on her chest, smirking when the girl didn't react. "You don't have anything to say for yourself? I guess it doesn't matter... there's so much blood on your hands all the forgiveness in God's heart can't save you."

"I don't know... what you're talking about." Brittany gasped out. The man slapped her across the face and growled, putting his hand on her chin and making her face him.

"The devil will tell you." The man growled darkly.

"Not today." Brittany kicked her leg out between his legs, not aiming for what one would think. Her heel slammed into the X-Powder, activating the quick-change function in a flash of brilliant light. The people around her jumped back in surprise as the light swept over her body slowly, her clothing shifting. The man growled and jumped forward first, aiming a punch straight for her face.

"Aaargh!" The man howled in pain as his fist slammed into a solid steel helmet. He stumbled back, nursing his bruised hand. The light around Brittany's body faded into the form of a suit of thick steel armor, known in WOOHP as the Bruit Suit. Brittany raised her fists again, glaring at the man who had moments before been so brave.

"You want to pick on a defenseless girl? Try it now!" Brittany lunged into the group, no longer in a non-lethal mood. Her blows knocked people aside in every direction, knocking out more than half of them on the impact of either her gauntlets or the ground. It wasn't long before the last of the rioters turned to flee, running into the night, leaving their frozen or unconscious comrades behind.

Brittany turned back to Mandy, who was still shivering on the ground. "Mandy!" Brittany ran to kneel at her side, lifting her up in her arms. Bruises covered her face and likely the rest of her body, though the violet WOOHP uniform covered it. "Mandy, come on. Speak to me girl." Brittany shook her lightly, forcing Mandy's eyes open. "Say something..."

"Give it to me straight..." Mandy groaned painfully. "Is my makeup messed up...?" She asked. Brittany blinked, then smiled jovially and rubbed her head.

"You look like an angel, Mandy." Brittany climbed to his feet, cradling the bruised girl in her arms. She walked toward the hotel doors, where the Officers opened them to let the girls in. The windows were beginning to crack, but they had been reinforced when WOOHP moved into it. Now Brittany knew why... had Jerry known this would happen? "Assign guard shifts through the night in case of more attacks." Brittany ordered.

"Yes ma'am." The officers replied. Brittany carried Mandy up the stairs since the elevators weren't working, and made her way to the hotel room they'd been staying in before. She lay Mandy gently down on the bed and hefted her X-Powder to first deactivate the Bruit Suit then contact Jerry's communication frequency. She was surprised when GLADIS' voice came back.

"Please state your message." GLADIS said.

"Put me through to Jerry." Brittany demanded.

"I cannot. Jerry is otherwise occupied, please leave a message,"

"I'm not leaving a Goddamn message! I need to talk to Jerry! We were just attacked by crazed rioters calling us murderers!" Brittany shouted. "I want to know just what the Hell is going on!"

"Clearly, their assumptions about you are incorrect. You have caused no deaths, so the riots are unwarranted fears sprouted by paranoia. Your orders have already been issued on the matter, and no further instructions are required at this time."

"Don't you tell me what's required you buggy bitch, I'll decide that! Put me through to Jerry!" Brittany shouted.

"Negative. And next time you wish to contact WOOHP headquarters, please have a valid reason. Jerry is quite busy managing WOOHP's worldwide activities at the present time. Thank you for calling." The communication was cut suddenly, leaving Brittany furious and fuming. She pulled the X-Powder shut and slammed it into the nightstand angrily.

"I can't believe it... we're under attack and Jerry has his metal bitch brush us off!" She hurled her X-Powder across the room, where it slammed into the wall with a heavy thunk and fell to the ground. She put one hand to her forehead, rubbing it to try to ease her headache. "What the Hell is going on... why would they accuse us of murder?"

She sighed and sat on the edge of the bed, looking back at Mandy lying on the bed with her eyes closed, trying to shut out the pain of her bruises. Brittany reached over and touched a bruise on her cheek lightly.

"That looks pretty nasty." Brittany said.

"It doesn't feel much better." Mandy said softly.

"Just a sec. I'll get a rag to wash up." Brittany stood and walked into the bathroom to get a wet washcloth before walking back out. She sat down again and pulled Mandy's head onto her lap before gently putting the rag over the bruises. Mandy sighed in relief and closed her eyes, letting the water run down across her face to drip to the bed.

"That feels good..." Mandy said softly.

"I'm glad." Brittany smiled slightly, then let it fade as she looked at the window. "What do you think we should do now?"

"What do you mean?" Mandy asked.

"Our standing orders are to keep the peace through any means necessary." Brittany said. "But I just don't know... I don't know if we're on the right side here."

"Do you think Jerry would hurt anyone? You know him better than I do." Mandy said. Brittany thought about that for a few minutes.

"I... no, I don't think so." Brittany shook her head.

"Then I guess we trust him." Mandy replied. She was making sense of course, she had no reason to suspect Jerry of any wrongdoing.

"I guess we do... for now." Brittany smiled. "We can make a solid decision in the morning... for now, we should try to get some sleep." Brittany said. Mandy nodded, so Brittany pulled her up to the pillows and pushed her down on the bed again, grabbing the blanket and pulling it up around her shoulders. She gave her a gentle kiss on the lips, then moved to climb into her own bed, crawling under the covers and forcing herself to lie still. It took a long time for the adrenaline of the battle to wear down, but at last she slipped into a deep slumber.

When morning came, she yawned, rose from her bed, and walked to the window. The streets looked similar to how they did the day before, as if the night's riots had never happened. People milled about on their daily business, though there was a definite air of distrust and animosity among the people. Brittany watched them for a little while, noting the angry, hateful glances they cast toward the hotel as they went about their business. It was official... Brittany was a hard-fisted ruler here.

"Are they behaving?" Mandy asked from the second bed behind her.

"Yeah." Brittany replied. "We beat them into submission. Yay for us." Brittany huffed.

"Well, worse things could've happened." Mandy said. Brittany looked back to see the dark haired girl climbing out of the bed, moving stiffly with the bruises on her face clear and swollen in the daylight. "I mean, it was either us or them. Would you rather it was us?"

"Yeah... you're right Mandy." Brittany nodded. "You're totally right. I don't know why I feel so bad about defending myself... and defending you." Brittany smirked and smacked herself in the forehead. "There's gentle and then there's just stupid. I'm just being stupid."

"No argument there." Mandy walked up behind her and nudged her with her elbow playfully. Brittany smirked back at her. "If you pick a fight with a big fish you're liable to get eaten. It's the way of the world, post-apocalyptic conditions or no."

"And I suppose you're a big fish." Brittany said.

"Naturally." Mandy grinned. They both looked back over their shoulders as Brittany's X-Powder began to beep from the floor where she'd thrown it the night before.

"You think that's Jerry?" Brittany smirked.

"One way to find out." Mandy replied. So Brittany slowly approached the X-Powder and scooped it up from the floor, popping the top. A static-shrouded sound issued forth, but the video remained completely static.

"What the Hell...?" Mandy pressed a few buttons to try to clear up the signal, but the static remained too strong to clear up. At last she shrugged and closed the X-Powder, cutting the communication. "Guess it was a wrong number or something." She smirked. "Come on, let's go find something for breakfast. I'm hungry." Mandy nodded, and they both left the hotel room in search of food.

The hotel was crawling with WOOHP officers in tuxedos, keeping a sharp eye out for intruders after the attacks last night. They found their way to the kitchen, where a chef was busy looking through the ingredients on the shelves that remained edible after being submerged in water for a few days. Brittany approached him, and he looked at her with a smile.

"What can I do for you?" The chef asked.

"Got anything resembling eggs in here?" Brittany asked.

"And grits!" Mandy exclaimed. "Oh, and some of those little buns with..." She trailed off when she noticed both Brittany and the chef staring at her. She sighed. "Okay, eggs and grits."

"Good choice." The chef smirked. The two WOOHP spies walked over to a nearby table and sat down to wait for their morning meal. Soon it came and the girls dug in, enjoying their freshly cooked meal of eggs, grits, and bacon that the chef had found somewhere. They ate their fill, then stood to head out to the lobby, where the officers were still keeping watch over the doors.

"Should we try to find out what they were talking about, accusing us of being murderers?" Brittany asked.

"I don't think it matters personally. As long as they keep their cool and stay in line they can call us whatever they want." Mandy replied. Brittany was a bit surprised at the sharpness in her tongue, but she supposed if she'd gotten beaten that badly she'd be as bitter as Mandy. She thought for a moment, then pulled out her X-Powder.

"Maybe someone's gotten a news broadcast running." She turned her X-Powder to open frequencies and began surfing the airways. Mandy watched curiously, listening to the static that issued forth from the X-Powder. In a moment however Brittany stumbled across a signal, in which the static began to take shape. She furiously tapped at the buttons, trying to boost the signal enough to make out what was being said.

"Moon has been detained." A voice Brittany didn't recognize stated. "Grass is also in full custody, under lock and key. All possible loose ends are being cleared up as we speak, with the exception of the rebels."

"Moon? Grass?" Mandy asked. Brittany hushed her quickly, not wanting to accidentally send out a return signal.

"We're still on the hunt for them." A woman's voice returned. "They're proving very elusive, we haven't been able to find hide nor hair of them. And the people around here aren't making it any easier. They have the entire population down here on their side."

"They didn't become the best by being unconvincing." The man replied. "Keep on the hunt, and report back the moment you find them."

"Don't worry, we'll keep in touch." The woman cut contact and the signal faded into static again.

"Somehow, it didn't sound like they were just discussing the weather." Mandy commented.

"Moon and grass... rebels..." Brittany said softly to herself. "They've got to be code names for something... but whose code names for what?" She thought about it a minute. She didn't know anyone the moon and grass would apply to... and she didn't know any rebels...

"Oh, maybe 'moon' is Lady Luna!" Mandy suggested excitedly.

"The TV Astrologer to the stars?" Brittany replied confusedly. "Why on Earth would they want to detain her? What kind of threat could she possibly pose to them?"

"Maybe she discovered something..." Mandy suggested. Brittany thought about that, and suddenly her X-Powder began to beep again.

"For crying out loud..." Brittany calmed her rapidly beating heart and pulled out her X-Powder, flipping it open. Static issued forth... and that was all. There was a signal struggling to come through, but it obviously couldn't make it. "Whoever you are, it ain't working!" Brittany shouted at the device before closing it again and jamming it in one pocket.

"So what do we do now?" Mandy asked. "Sit here, pretend nothing's going on and hope those people out there don't find some REAL weapons to use against us soon?"

"No..." Brittany said quickly. "Our top priority is to figure out what's behind these 'murderer' charges." She held up her compowder and pressed a few buttons. Suddenly her blue jumpsuit flashed and shifted into the form of a kimono, wrapped around her body loosely and hanging off of one shoulder. "And to do that, we have to try to look as un-spy like as possible." Mandy lifted her X-Powder, and soon was standing in a standard set of jeans and a tight-fitting tank top.

"Come on. Let's go find out what the Hell is going on here." Brittany turned to leave the hotel through a side entrance, with Mandy following behind her. There were way too many questions running through her mind right now, so she tried her best not to think at all. She had to take it one question at a time... and the first up was 'what spawned these murderer accusations?' Once they had that answer, they could work together to unravel the others.


	18. Sneak Attack

Sam sat by the firelight inside the small tent she shared with her two best friends, staring into the flickering flames like they would feed her all the answers of the universe. The people here had taken them in readily. They tended to distrust any figure of authority, and Jerry was currently the highest authority figure there was. Once the spies told their story, they were more than willing to help any way they could.

And now word of their story was spreading like wildfire. They hadn't even had to do anything else yet, the people had begun to rise up all on their own, trying to force Jerry's people out of their lives. So far they had been scattered, relatively minor uprisings that did little to turn the balance of power in favor of the people. But support was still growing.

Alex was on the other side of the fire, doing pushups to keep her physical stamina up since they hadn't been able to do much lately except keep their heads down and lay low. Sam could see the girl was going stir crazy from being cooped up and forced into hiding, but there was nothing to be done for it. If they showed themselves, Jerry would catch them in a heartbeat.

"How many pushups have you done so far?" Sam asked curiously.

"I don't know... I lost count at 123." Alex replied. Sweat was falling to the ground underneath her, and her arms were shaking with each heave.

"Why don't you take a break? You look kind of tired." Sam told her worriedly.

"I'm fiiiiiiieeeeeen..." Alex screeched as she struggled to push herself up again, but her arms gave out and she collapsed to the ground with a soft thud. She panted heavily, her back heaving. "Actually... I think I'll take your advice..." Alex amended between breaths. Sam smiled and crawled around the fire to move up behind her. Placing one hand on each shoulder blade, Sam began to rub in small circular patterns, her fingers kneading into the flesh. "Mmm..."

"You don't have to push yourself so hard you know." Sam told her as her hands continued to knead into Alex's back. "I know you want to be at your best, now of all times... but it's not going to help anyone if you're always so tired and sore."

"I'm not THAT tired." Alex complained, though she didn't make any move to get away from Sam's healing massage. "A little sweat never hurt anyone, I'll be fine in ten minutes."

"Alex... talk to me. Tell me what's really bothering you." Sam said. Alex remained silent, letting Sam's massage continue as her hands worked their way up to her shoulders. "I've been watching you do this to yourself since we got here, and it hasn't even been THAT long."

"Do you really have to ask what's bothering me, Sammie?" Alex replied softly. It was Sam's turn to fall silent, her hands coming to an abrupt stop on her friend's back. "Sure, we've had to fight Jerry a few times before... but not like this." Alex turned to look up at her with an agonized expression so intense it made Sam's heart ache just looking at it. "He was always controlled or brainwashed... not like this..."

Sam returned to her massage, which Alex silently accepted by turning back to face forward, resting her chin on her hands while Sam worked. A few minutes passed before the tent flap opened and Clover made her way inside, carrying a few packets of food cradled in her arms. She walked to the side of the fire and dropped them to the floor.

"Grub's up girls. Dibs on the powdered caviar." Clover said drolly as she plopped down on the floor cross-legged and ripped a package open. Sam and Alex silently moved to take packets of their own, ripping them open and pouring the contents into small cups of water before beginning to silently down the gross looking and completely tasteless food.

They ate in companionable silence, but the silence was broken by a sudden explosive sound from outside the tent. It was followed immediately by a shrill cry, a scream, and then it sounded like the entire settlement was erupting into a chorus of screams. The three spies leapt to their feet, staring at the flap of their tent.

"That sounds bad..." Alex commented.

"We should go check it out." Clover said. "It sounds like someone is in serious trouble out there. We should go help."

"If we do that we'll be exposing ourselves to Jerry." Sam replied. "Are you girls sure you're willing to risk that?"

"Duh Sammie." Alex smirked.

"Yeah, helping people is what we do. We're no better than Jerry if we sit here and listen to this!" Clover gestured to the tent entrance, through which a hail of gunfire and a chorus of screams could still be heard.

"Okay." Sam nodded and turned back toward the exit. "Who needs Jerry to tell us how to help people? Let's go do it!" Sam shouted and charged toward the door. Clover and Alex let out enthusiastic battle cries and followed her outside, but once there they all skidded to a stop, staring in horrified awe. Men in black tuxedos and shades... WOOHP Officer uniforms... were walking calmly through the settlement with high caliber rifles, mowing down anything they saw. Already there were dozens of people littering the ground, their blood pooling around their lifeless bodies while their friends and family members fled in fear.

"Th... those are WOOHP Officers..." Clover muttered.

Sam stared in shock, then clenched her fists and growled deep in her throat. "It's official... Jerry has gone insane..."

"What do we do?" Alex asked weakly.

"We do what we came out here to do." Sam reached into her pocket and pulled out one of the gadgets she'd swiped before breaking out of WOOHP Headquarters, a bottle of Ice-Queen Perfume. She heard rustling as Clover and Alex followed suit behind her. "We save these people. Come on!" Sam charged forward, holding the perfume in one hand as she approached the nearest Officer.

She planted a solid kick against his chest, knocking him into the wall of a nearby building before coating him in a thick sheet of ice with the spray. With him frozen in place, Sam whirled on the next combatant, who was stomping expressionlessly across the settlement, bullets spraying in every direction as he randomly flung the barrel of the gun around.

Sam rushed toward him, coming up behind him stealthily to coat him in a sheet of ice. The instant he froze, she knew this was pointless. Gunfire was erupting all around her, screams of terror and pain floating up into the sky like the wails of damned souls. All the freezing spray in the world couldn't stop this... there were far too many, with far too much bloodlust in their eyes.

Sam dropped the Ice-Queen perfume and reached into her suit again, pulling out a Phase Changer Phaser. It would work much quicker as much longer range... but it was far from a non-lethal weapon. It would liquefy anything... or anyone... that touched the beam. So she raised the barrel, aiming it into a crowd of WOOHP Officers as fire flashed from the muzzles of their guns.

A laser flashed from her weapon, striking the first of the advancing officers. Within a second the officer had faded, silver liquid splashing to the ground in a puddle. The laser swept through the crowd of murderers, randomly striking and turning them into puddles on the ground. Soon she released the trigger to admire her handiwork. She noted the strange silver color... but didn't have time to think about it. They were turning on her now...

Sam darted to the side, running full speed for the cover of some nearby tents as the WOOHP Officers opened fire. A hail of bullets flew around her, small pieces of cement flying from the ground as they struck right at her feet. Miraculously, Sam dove into the tent before she was struck, rolling to a stop right in front of the disheveled bed in the back of the tent.

She leapt over the bed and dove for the back wall of the tent, tearing it at the bottom seam to open a hole big enough for her to squeeze through. She slipped through the hole, pulling her feet through just before a line of footsteps rushed into the tent in search of her. She listened as they stopped, the officers searching the tent slowly.

She could still hear gunfire and screams from elsewhere in the settlement as she slipped quietly away from the tent and made her way back to the main road in the settlement, sneaking back around to the entrance of the tent. She whirled into the open door and fired her Phase Changer Phaser inside, vaporizing every officer searching the tent into that strange looking silver liquid.

She turned back to the exit, and screamed in surprise when one of the officers walked inside, one arm lashing out at her. Sam whirled back to avoid the strike and leapt with a flying roundhouse kicked that knocked his head to the side, sending his sunglasses flying. Sam gasped in shock as he turned back in an instant, his arm latching around her throat and hefting her up off the ground. Her legs flailed futilely, dangling more than a foot above the ground. She still had the Phaser in her hand, but if she fired now, she would vaporize herself too...

"Let go of me..." Sam gasped desperately, her free hand trying to pry his hand off of her throat.

"You want to live, Samantha?" The man asked, carrying her into the tent and pushing his gun into her stomach. "Beg for it." Sam stared at him in horror and surprise, her breath coming in ragged gasps. "This is supposed to be fun... beg me to spare your life."

"P... please..." Sam begged, her body beginning to feel numb as her vision began to blacken. "Don't kill me..."

"More." The man grinned evilly, though somehow Sam didn't see much emotion behind his eyes. What was with this guy? He was acting like he was enjoying this, but his eyes were so blank.

"Look... you probably don't want to do this..." Sam croaked. "Join us... you know Jerry's wrong... don't follow a madman..."

"Betray Jerry?" The man seemed amused as he pulled her closer, pushing the barrel of his rifle even deeper into her stomach. Sam bit her lip in pain and closed her eyes, trying not to scream. "To betray him... I'd have to be working for him." He whispered to her. Sam opened her eyes slowly and opened her mouth, but before she could speak again she heard the soft click of the rifle's trigger, followed by one thunderous explosion.

Sam's eyes went wide in shock, not feeling any pain, instead just a cold numbness that swept through her body like a tidal wave. The WOOHP Officer let her slip from his grasp, her body hitting the floor in a limp heap as she struggled to move. She managed to look down, seeing the blood welling up from her stomach, and spreading in a pool beneath her from her back.

Her head fell back to the ground, the darkness beginning to cloud her vision. "Sammie!" She heard voices scream in horror from the front of the tent, followed by the sound of lasers being fired, and the hazy sight of silver liquid falling to the ground beside her. Alex and Clover rushed to her side, falling to their knees beside her with frantic expressions on their faces.

"Oh God, oh God, oh God..." Alex chanted frantically. "What do we do...!?"

"Hold this." Clover shoved her Phaser into Alex's arms and reached into her backpack, pulling out a small bottle. "WOOHP modified some of the nanobots from their X-Ray glasses project to promote healing... I don't know how fast it works, but it's all I've got." Clover dabbed the eye shadow brush into the tube and pulled Sam's shirt up to reveal the bloodstained hole in her stomach.

Sam felt herself slipping, the darkness covering her gaze even as Clover applied the brush to the open wound. She felt a strange tickling sensation, spreading slowly outward from her stomach even as the darkness consumed her. "Come on Sammie... stay awake. Stay awake please!" Alex pleaded, grabbing Sam's shoulders and shaking her vigorously.

Sam struggled to keep her eyes open, but the darkness was too strong. She was slipping fast, almost as fast as the strange sensations were running through her body. It slid up her lungs to her throat, forcing a slight cough from her lips before it slid to her head. Every synapse in her brain began to spark, invigorated by the outside stimulation, and the darkness rescinded.

"Sam?" Clover knelt down over her, clear as day in Sam's vision. "Sam, please, say something." Clover's hand brushed over her cheek, tears flowing from her blonde friend's eyes. Sam tried to speak, tried to move her mouth... but she couldn't. Her body was still numb, it was simply being artificially sustained by the nanobots. She couldn't move at all.

"Do you think she's..." Alex trailed off fearfully.

"She looks aware to me..." Clover shook her head, wiping at her eyes. "Fucking Jerry... I'm going to kill the bastard." Clover growled. Sam tried to complain, Jerry wasn't the one behind this attack. The officer had said so... but she couldn't speak. "Let's get out of here for now, we can't just leave Sam lying here. Get her other arm." Clover and Alex each draped one of Sam's arms over their shoulders, holding Sam up between them. Sam's blood had stopped flowing, but a good size puddle remained on the floor behind them.

So her two best friends dragged Sam between them as they hurried out of the tent, rushing as fast as they could away from the gunfire, which was now coming from further toward WOOHP Headquarters. Sam wished she could look, or ask what was going on. But her body still refused to cooperate. She guessed it would take a while for her wounds to heal enough for her body to resume control of its own functions.

They made it several blocks away before Alex and Clover came to a stop after ducking into a small alley. They leaned against the wall, still holding Sam up between them. "I can't believe Jerry would order an attack against the entire settlement to get to us..." Alex panted.

"I wouldn't put anything past him at this point." Clover growled hatefully. "You were right Sam, he's nothing but another petty terrorist. He just happened to be able to fool all of us into doing a lot of his dirty work for him." Clover clenched her fist angrily.

"What do you think is going to happen now?" Alex asked. Clover glanced at Sam, obviously wishing she was awake and well enough to take charge as she always did... but lacking that, the blonde took control.

"What else? We take Jerry down by ANY means necessary." Clover replied. Sam's heart skipped a beat. She wasn't talking about spreading the truth... she was talking about...

"What do you mean?" Alex asked.

"We fight back of course! We organize a resistance force, and we blow Jerry as many new ones as we possibly can!" Clover shouted. "He's gone waaaay too far this time!" She swept her hand in Sam's direction. But it wasn't him who ordered the attack, Sam thought desperately. Someone was trying to make it look like Jerry did it. They were being manipulated, pitted against one another. And Clover was walking right where they wanted her to.

"Speaking of which..." Alex's voice softened, staring at Sam sadly. "What do we do with Sam...? We can just leave her propped up somewhere while we run off to fight a war against WOOHP." This gave Clover pause. She knelt down in front of the redhead, staring into her eyes. Sam desperately tried to let Clover know she was awake and conscious, but she wasn't sure if she was doing anything more than staring blankly.

"Honestly... I don't know." Clover sighed. "You're right, we... we can't just ditch her." She lowered her head and put a hand in her hair. "But we can't... we can't let Jerry get away with this. And if we don't act fast he could wipe out all of the settlements before they have time to organize."

Alex spoke up after a few minutes. "Why don't you let me take care of her?" She suggested. Clover looked over at her. "You go lead the good fight... I'll take care of Sam and we'll join you when she recovers."

"If she recovers..." Clover amended softly.

"WHEN she recovers..." Alex insisted. "I'll keep my cell phone so we can keep in touch. You know my number... just call me any time." Clover stared at her, then turned her gentle, sorrowful gaze back to Sam.

"I don't want to leave her..." Clover reached out and put a hand on Sam's cheek. "She's always been there for me..."

"Don't worry Clover, I'll take really good care of her." Alex said. "But those people need one of us there... we're the only ones who can bring them all together against WOOHP, and frankly, we both know I'm not leader material." Alex said. Clover turned to her, probably thinking the same thing Sam was. At that moment, Alex seemed like perfect leader material.

"Okay..." Clover nodded and pulled her hand away from Sam reluctantly. "I'll go do what I can... and I'll keep in touch." Clover said. Alex nodded as Clover stood, and turned to leave the alley, not looking back at them. Sam watched her go helplessly, then felt Alex's arms wrapping around her torso to heave her up over Alex's shoulder.

"Sorry Sam, but this is the easiest way to carry you." Alex said. Sam found herself staring at the ground, her arms and legs dangling as she was slung over one shoulder, and Alex began to move rapidly through the alleys. The directions seemed random, which wasn't really a bad thing. Sam knew if they were found by WOOHP or these new attackers, it would likely be the end of them. The greater the distance between them, the better.

At last Alex slowed down and emerged from the alley, moving toward a nearby well-kept home and walking inside. The inside was as ruined and soggy as the rest of the city, but otherwise it had a pleasant atmosphere. Very white and wide open. Alex pushed the light, feathery couch to the center of the room with her knees and gently placed Sam on top of it. It was wet and disgusting, but Sam couldn't complain. Her mouth wouldn't work.

"Eugh..." Alex grunted in disgust as she pulled her hand back from the soggy couch. "Sorry Sam, I'll see if I can find something less... icky." Alex cast about searching the house, but all of the cushions were still holding sickening amounts of water. So she grabbed a bunch of towels and blankets that had accidentally been hung to dry outside and folded them up on the floor, picking Sam up from the couch and laying her down on top of them. "Is that better?"

Sam couldn't respond of course, but Alex almost seemed to be reading her mind. "I hope so." Alex smiled and ran one hand through Sam's hair gently. "You know, I'm kind of embarrassed to admit this, but it feels... good... getting away from WOOHP. I mean, I loved saving the world, because it's the right thing to do. But lately it's just gotten too complicated. I miss the days when saving the world meant stopping a dangerous psychopath from abducting cheerleaders... not trying to stop the man I consider my second father from destroying half the world and playing the good guy."

Alex shook her head and sighed softly. Her sentiments echoed Sam's precisely as she continued. "I don't want to think anymore... I just want to live... the way a teenager should, y'know?" She smiled and looked down at Sam, giggling slightly. "You look a bit tired..." She blushed when her stomach began to growl. "Ooh... I'm getting hungry. You probably are too huh? I mean, you've eaten about as much as I have lately. I'll go see if I can find anything."

Alex stood and walked away, heading into the kitchen. Sam stared at the ceiling... there wasn't a whole lot else she could do. So she proceeded to count the number of sparkles on the roof, and as it turned out, there were quite a lot of the things. They must have been pretty good ones too not to be washed away in the flood.

Alex returned with an armful of cans and a rusty looking can opener, setting them down beside Sam and kneeling down. She pulled Sam's head up onto her lap and opened one of the cans, which turned out to have canned peaches inside it. "Think you can swallow a bit Sammie? Here... I'll just mash a bit for you." Alex grabbed a spoon and stuck it in the can, mashing the peaches into as small chunks as she could before gently pouring it into Sam's mouth.

Sam managed to swallow well enough to not drown in the stuff, a fact that had Alex delighted. "I knew you would come back..." She smiled tenderly, stroking Sam's hair and occasionally pouring the peach-juice into her mouth. "It's just a matter of time Sammie, and I'll be here until that time gets here." She swore softly. Sam knew she would... Alex was the most loyal friend a person could hope for. And she was thankful for all of her help... but she couldn't help but worry about Clover. She was fighting right now... a war against the wrong person...

And there wasn't a Goddamn thing Sam could do about it.


	19. The Battle of WOOHP Headquarters

"Go! Go! Push them back!" Screams of anger and fury rang through the air, compounded by the howls of pain and agony from the wounded and dying. Gunfire tore through the air, every bullet cutting through a formerly peaceful and calm atmosphere. Somehow, the tide of the battle for WOOHP Headquarters had begun to turn. The civilians had begun taking the weapons from the fallen WOOHP Officers, turning them on the guards of the building, and trying to break their way inside. The rest of the officers remained holed up inside, firing through the many windows that dotted the walls.

Clover didn't use her Phase Changer Phaser, getting rid of it in favor of using a more traditional assault rifle. Vaporizing parts of the building and bringing it down on top of both sides wouldn't do much good for their cause. Her bullets tore through the windows, occasionally plunging into an officer to send him either to the floor inside, or falling to his death on the pavement before the swelling civilian army.

At last they broke through the front doors of WOOHP Headquarters, the civilian warriors pouring into the building. Clover rushed inside as well, opening fire on anything in a black tuxedo. Her aim was sharp, and most of her bullets struck home, sending them flying up against the cold steel walls. Clover made her way down the hall, gesturing for several men behind her to follow. There was one thing that would end the war now, before it escalated. She had to get to Jerry.

They ran down the hall, ignoring the screams, shouts, and gunfire that echoed through the steel hallways. They reached the stairs and ran inside, taking the stairs upward two at a time in her rush to end the bloodshed, and avenge Sam. Jerry had many crimes to answer for apparently... what else could he have done that she didn't even know about? The thought made her blood boil.

They emerged from the stairwell on the floor of Jerry's office, dodging occasional bursts of gunfire and taking out WOOHP Officers on their way. The men who followed her were surprisingly capable for civilians. They must have been in the army before all of this began, even their expressions were those of seasons warriors. Cold, emotionless.

They fought their way down the hall until they reached Jerry's office. Clover gestured for each of the men to take up a position beside the door, which they quickly complied with. Clover gripped the doorhandle and suddenly pushed it open, jumping inside and raising her rifle's sight to her eye, quickly scanning the room for any sign of Jerry.

The room was completely empty. "Damnit, I should've known he'd turn tail. Probably on the roof." Clover turned to leave, but the door slammed shut behind her suddenly with a soft click. "Wha!? Hey!" Clover pounded on the door angrily, though there was no way she could break through the thick steel. "Goddamnit, there's gotta be a way out of here."

She pulled her backpack off and began to rummage through it, looking for anything she could use to break through the solid steel door. "No... no... n..." she stopped when she heard a soft whirring noise behind her, growing louder by the moment, as if approaching her back. Clover waited a few moments, then leapt into the air, narrowly avoiding a metallic tentacle that banged into the door.

Clover landed in a crouch, then cartwheeleed to the side as yet more tentacles surged after her like a nest of pythons. Her backpack flew to the floor across the room as Clover contorted her body desperately to stay out of their grasp, her feet bouncing off the wall and kicking off to send her flying toward Jerry's desk, landing on top of it with a loud thump. She whirled on the tentacles, putting her fists up in front of her, but they didn't advance any further.

"You have been accused of treason." GLADIS said from behind Clover's head. "Turn yourself in quietly, and I will not be forced to implement lethal measures."

"You know GLADIS, there's something I've always wanted to tell you." Clover scanned the room quickly to locate her backpack lying against the far wall. She leapt off the table suddenly, hoping to catch GLADIS off-guard. But of course, GLADIS was a machine, with reflexes far more capable than any human's. In an instant the tentacles were on her, trying to grab or wrap around her.

Clover shoved her way through them, bouncing off of one with her hand and whirling through the others in a series of spectacular gymnastic maneuvers she wished someone was around to witness. She finally kicked one tentacle aside, then launched herself off another to come within reach of her backpack. She thrust her hand inside quickly and whipped out a Magnetron Haircurler, holding it in front of her like a dagger.

Several tentacles whipped out at her, but she whirled, slamming the curler into each one. They twitched as the electromagnetic charge ran through them, disabling them from the inside. She took out each tentacle until there was none left, leaving only GLADIS' core watching her from up on the wall behind Jerry's desk.

"You are a BITCH!" Clover wound up her arm, flinging the haircurler across the room like a dagger. The metal end plunged into GLADIS' camera-eye, shattering the lens and sending an electrical surge through its core.

"You will happy treason faith dead wonder right good..." GLADIS spewed randomly as its systems twitched, its voice becoming more erratic by the moment. Finally it shut down completely, and Clover heard the electronic lock on the door click open, allowing her to exit the room. She ran out into the hall, finding the men who had accompanied her gone.

"Jerry..." Clover muttered darkly. She took off down the hall again, running into the stairs and taking them two at a time up toward the roof, where Jerry would undoubtedly be trying to escape in one of the WOOHP jets. She took the steps as fast as she could, trying not to pant too badly as she reached the top and darted out into the sunlight. A jet was just lifting off from the landing pad, its jets turned downward.

"Damnit! Jerry!" Clover ran out onto the landing pad, trying to catch up, but of course the jet quickly hove out of range, accelerating away from her. Clover reached into her backpack and whipped out a Super Range Biodegradable Spitball Tracker, putting it to her lips and firing a single spitball. The jet moved further and further away, but she cried out in victory as the spitball found its mark, slamming and sticking to the underside of the left wing.

The jet moved off, but Clover wouldn't lose it now. She ran toward one of the smaller helipads, where a Helijet was just sitting, powerless. She ran toward it and flung the door open, only to gasp in surprise when someone kicked her in the chest from inside, knocking her back to the roof of WOOHP Headquarters with a heavy thump.

Clover quickly jumped backward to her feet, facing the Helijet. Pam, Alice, Crimson, and Brittany's former teammates all climbed out of the jet, watching her with deadly serious gazes. "You know what Jerry's been doing, don't you?" Clover growled. "You know he attacked those innocent people! You know he murdered millions more!"

"We know that you betrayed WOOHP, and now you're leading an unprovoked assault." Pam replied coldly. "I didn't want to believe it... but it's true. You're just an opportunistic witch, looking for power." Clover backed away slowly as the five highly skilled WOOHP agents advanced on her. One of the best or not, Clover wouldn't have a prayer if it came down to a fight.

"Unprovoked attack!?" Clover exclaimed. "Didn't you see that massacre that took place right out front!? WOOHP Officers gunning people down in the streets! Men, women, children! Jerry's gone insane, you have to realize that!"

"Where are Sam and Alex?" Pam asked coolly. "Our orders are to bring you all in... and that's what we plan to do. It's just not a successful mission without the complete set."

"I'm not telling you a Goddamn thing." Clover growled through clenched teeth. She couldn't believe they would ignore what Jerry was doing. He was a murderer... one of the worst villains she'd ever seen in her life.

"We'll get the information from you... one way or another." Pam, Alice and Crimson each fell into a fighting stance. Yuki and Megan followed suit, looking less sure than the three old-time spies did. Clover dropped into a fighting stance as well, knowing that she would get her ass handed to her on a bloody platter. She couldn't just give up however.

"I'll give you one last chance, before I open up a can of WOOHP whoopass on you." Clover bluffed darkly. It didn't seem to phase any of the girls, but it was worth a shot.

"Girls, get her!" Pam shouted. All five girls lunged at Clover at once, moving to surround her. But Clover backflipped away from them rapidly, spinning across the roof. The other WOOHP Agents followed, but suddenly Clover stopped and flipped forward, whirling in mid-air to kick Yuki squarely across the jaw. The girl spun to the roof with a heavy thud, her head snapping painfully around.

Clover landed in a crouch, leaping in a backward spin to avoid Crimson's lunge from behind. She whirled to kick the old-time spy in the back, but Crimson whirled out of the way and spun, lashing out with a furious kick at Clover's face. Clover bent over backwards to avoid it like a limbo champion, spotting Alice's sweeping kick just in time to bring her legs up, catching herself with her hands.

She lashed out with both legs, shoving Alice and Crimson back as well as giving herself leverage to spin backward to her feet. Megan grabbed her from behind, wrapping her arms around her torso and holding tightly. Clover gasped in surprise when the girl heaved, hauling Clover off the roof and slamming her face first onto the concrete in a strange wrestling move.

It took Clover only a moment to get her bearings and bring her leg around to sweep Megan's feet right out from under her. She used the momentum of the sweep to spin to her feet in a graceful ballet move, landing in a crouch as Pam rushed her from the front, whirling in a magnificent roundhouse kick. Clover moved to the side to avoid it, then lurched forward with a return jab.

Clover and Pam dissolved into a furious flurry of traded blows, each blocking and countering the other in a string of lightning fast strikes that would have been difficult for an onlooker to follow. Suddenly Pam wrapped her arms around Clover's punch, whirling and throwing Clover over her shoulder. It was one of the oldest tricks in the book, and Clover cursed herself for falling for it even as her back collided with the cement.

Instantly Clover was moving again, rolling to the side away from her, and trying to climb to her feet. A swift kick to her side from Crimson knocked her back to the ground however, the heel of her boot digging painfully into Clover's side. Clover rolled on the ground again and tried to take out Pam's legs with a sweep of her arms, but the older woman leapt over her arms to land on top of her, her heels digging into Clover's lower back.

Clover howled in pain and clenched her fists, but she wasn't done yet. She pushed herself up slowly, despite Pam's added weight and the sharp pain in her back. Clover pushed herself into a roll, knocking Pam off balance and to the cement roof. By now however the other four spies had recovered and were on her in an instant before she could get to her feet.

Pam and Alice grabbed Clover's arms and pinned them to the roof, holding Clover face down. Megan and Yuki grabbed her legs, holding them on the roof as well. Clover howled angrily and struggled to free herself, but the four spies held so tightly she could barely move at all. Clover's eyes swept upward slowly as Pam's legs appeared in front of her. The woman stared down at her victoriously.

"I've gotta admit... you are very, very good Clover. Just what I would want one of WOOHP's best to be." Pam knelt down in front of her. "Are you going to tell me where Alex and Sam are now? If you all turn yourselves in, I'm sure Jerry would be willing to show you all mercy."

"You can kiss my ass if you think I'm going to rat out Alex and Sam." Clover growled. Pam sighed and pulled a glove out of her pocket to slip it on over her normal one.

"Then we'll do it the hard way, once we get the chance." Pam held her gloved hand down in front of Clover's face, an obnoxious green gas seeping through the palm. Clover groaned in disgust at the smell, trying to turn away from it, but Pam held her face there. It wasn't long before the sheer stench and lack of oxygen pushed Clover into the darkness of unconsciousness.

She had no idea how long it was before she regained consciousness. She was being dragged through a steel hallway, by a pair of rough hands holding tightly to her arms. She tried to move, but her wrists were tightly bound behind her back, as were her ankles. They weren't taking any chances here. A glance to the side showed a pair of gruff looking men dragging her along down the corridor.

"Where... am I...?" Clover asked groggily.

"None of your business, traitor." The man growled at her as he and his partner moved up to what looked like a solid steel detention cell. They cut the bonds on Clover's limbs and threw her in, locking the door behind her quickly. Clover grunted and pushed herself up. Her limbs felt like wet noodles for some reason... what had they done to her exactly?

"Fantastic..." Clover rubbed her head. "Now what am I supposed to do...?"

"Rot... I believe." A familiar woman's voice said from the slit in the door. Clover blinked and walked up to the door to listen. "That's what we've been doing so far. Nice to have new company."

"Lady Luna?" Clover blinked in surprise. "What are you doing here? Jerry said he was going to send you back into space."

"I know, I thought so too, moonbeam." Lady Luna replied. "I was on my way to the shuttle launch site and they just suddenly grabbed me and knocked me out. I woke up here, and the guard won't tell me anything. After what I've heard from Rassy though, I suspect they were paranoid about letting someone so closely associated with the whole incident go free."

"Rassy?" Clover asked.

"Yes, I'm here too." A man with a slight accent said from further down the hallway. In a moment Clover was able to place it... Professor Rasputin Zero, the insane conservationist. "After you girls ran off, Jerry grew paranoid and had me locked in here for knowing too much. Just in case I might decide to tell the truth too." He sighed. "Now my babies will probably whither away..."

"Such irony, really." Lady Luna sighed. "We were the dark stars in the night, and then we turned to the light... only to be dampened by a star grown darker still."

"Not a bad poem." Zero said.

"Thank you." Lady Luna said appreciatively. "Though I fear our stars may be reaching their end soon. If Jerry really is so paranoid about the truth as to never release us, he may simply have us put to death."

"Don't worry, I'll find a way out of here." Clover told them. "I've beaten down plenty of baddies in the last few years, there's no way I'm letting anyone get away with something like this... even Jerry." Clover said darkly.

"Wonderful speech starshine, but do you actually have a plan or just blind determination?" Lady Luna asked.

"Determination, mostly." Clover said honestly.

"I thought as much." Lady Luna sighed. They all fell silent when they heard a pair of footsteps moving down the hallway toward them. Clover backed away from the door as the lock was turned and the door swung open. Several WOOHP Officers with assault rifles were surrounding the other side of the door, and just inside the circle Jerry was standing.

"Come with us, Clover." Jerry told her emotionlessly. Clover watched them carefully, searching for a means of escape. But she couldn't find a course of action that didn't end in her being shot at least ten times, so she complied and silently left the small detention cell. The guards surrounded her, every gun trained on her as they walked down the hallway to another room.

"So where are we?" Clover asked. "A second WOOHP headquarters?"

"That is irrelevant. Lie down." Jerry ordered. Clover didn't protest, lying down on the table at the insistence of the half a dozen assault rifles trained on her. Jerry walked around the table, strapping her in tightly with at least a dozen different thick leather straps. When they were securely fastened the guards lowered their guns and watched in a more relaxed posture.

"Trying to dig through my mind with those machines of yours won't help. I don't know where Alex and Sam are." Clover said.

"You leave me no alternative but to find out." Jerry grabbed a couple of small wires from a table beside the one Clover was lying on and began attaching them to her head. Clover's breathing became a bit more ragged as she realized that he would do whatever he had to do. He would seriously hurt her... he might even kill her to reign in what was happening now.

"I'm telling you, I don't know..." Clover said. Jerry ignored her as he attached the last wire, turning away from her to approach a nearby console. "Jerry, come on! Believe me here! I don't know where they went! Sam got hurt and Alex went to take care of her while I came back! I don't know where Alex took her!" Jerry still ignored her, tapping at the controls in front of him.

Clover grunted when she felt a small surge running through her body. Her muscles twitched for just a moment before the surge subsided. Jerry didn't even looked up, keeping his eyes on the console in front of him. "I can't believe... you would do this to us Jerry." Clover growled. "I can't believe you of all people would try to take over the world..."

"My intention was never to take over." Jerry told her. "But I suppose now I have no choice... the battles across the globe are growing more fierce, thanks to your unprovoked assault."

"Unprovoked?" Clover demanded in shock. "You did NOT just say that! Your WOOHP grunt shot Sam in the stomach! She's paralyzed somewhere right now because YOU ordered an attack on the settlement!" Clover struggled against her bonds, but stopped when the WOOHP Officers standing around the room all oriented their weapons on her.

"I ordered no attack..." Jerry walked back to the table, dismissing her claim with a wave of his hand. "Clover... tell me where Sam and Alex are. I really don't want to hurt you... you're still like a daughter to me."

"Well you can kiss my ass daddy." Clover built up saliva and spat it out in an arc, hitting Jerry square in the chest. Jerry looked down at it, then wiped it off with one hand and walked back to the console. Clover watched him with a sharp, piercing gaze. Suddenly she began to twitch again as the wires against her head began to hum, sending power through her body. "Gggugh..." Clover grunted in pain.

"You can end it now Clover... please." Jerry said.

"Piss... off..." Clover growled through clenched teeth. She instantly regretted it when the voltage turned up, sending her body into a series of painful spasms. "Aaaauuuagh!" She howled in pain.

"Where are Sam and Alex?" Jerry demanded, turning the knob yet another notch. Clover screamed in agony, the fire racing through her veins as if it were about to set her ablaze from the inside.

"I don't know!" Clover howled. Her scream worsened when Jerry turned the machine up again, pumping yet more power through her. Clover's muscles twitched painfully, every nerve ending alight with blazing pain. "I don't know I swear!" She howled. "Alex took Sam... somewhere! ... To... recover! That's all... all I know! Please!" Clover howled.

"You must have a way to contact them, then." Jerry said calmly, walking up to stand beside the table. "Tell me how to find them, Clover. I won't hurt you or them, you have my word." There was Alex's cell phone of course... Jerry could probably trace it if he knew they still had it...

"N... no..." Clover grunted through the searing. "I don't... have any way... please... turn it... off..." Tears were flowing down her cheek uncontrollably.

"You're lying to me, Clover." Jerry said softly. "I know you girls... you would never split up with no recourse for coming back together. Tell me everything you know." Clover refused to respond anymore, struggling to maintain what dignity she could manage as her body twitched and convulsed in a most gruesome manner. She had her eyes squeezed shut against the pain, not that it helped at all.

Suddenly the surge subsided, and Clover's muscles went limp, leaving her lying on the table. Clover opened her tear-streaked eye to look over at Jerry, who was walking back to her from the console.

"We'll resume this later, after you've had time to recover." Jerry told her in a calm, businesslike manner. "I wish you would just help me, Clover. So I wouldn't have to do this."

"I'll never... help you... again." Clover panted painfully. Jerry nodded and turned to leave, leaving Clover strapped to the table. She didn't know how long she could last before she cracked and gave Jerry what he needed, but she would hold on as long as she could. As bad as this pain was, the idea of betraying her best friends seemed even more painful. It was something she would never do...


	20. Story Time

Sam didn't do much. There wasn't a whole lot she COULD do. It was deathly silent in this place, since the TV and radio stations had obviously gone off the air long ago. Not to mention that they were all flooded and ruined anyway, so even if there were signals, they didn't have any way to pick them up. Alex seemed determined to make the best of it through, rummaging through a bookshelf with a series of soggy books all lined up in a messy looking row.

"No... no... whoa, I can't believe anyone else has this. You like fairy tales don't you Sam?" Alex asked. Not particularly, they tended to be too juvenile to challenge her mind. But she couldn't tell Alex that. "Well maybe you'll like this, it's a story my mom used to read to me when I was a little girl. It was always a comfort to hear it for some reason..." She pulled the moist book off the shelf and walked over to sit down beside Sam on the folded up blankets with her legs folded in front of her.

She opened the book, but found the contents unreadable. "Aw darnit... I should've known." Alex shook the book by its spine, sending a few drops of liquid falling to the floor. With a sigh she threw it across the room where it landed with a soft splat. "Well, maybe I can remember it well enough. Would you like to hear it Sam?" Alex grabbed Sam and pulled her head onto her lap, stroking her hair.

"It's called 'The Longest Road'... I can't remember who wrote it. I think it was a woman... aw well, that doesn't matter." Alex smiled down at her redheaded friend. Sam just lay there, of course, waiting for Alex to start the story so she could take her mind off of the situation at hand. "Okay, let's see... how did it begin? Well, I'll come up with something...

Once upon a time, there was a beautiful princess living in a beautiful castle with a beautiful moat and a beautiful dragon. Every night she ate a feast of the most succulent meats, the ripest fruits, and drank the sweetest wines in the land. She had everything a person could possibly hope for, she even had servants to tend to her every whim. Life was perfect... even the weather was always nice and pleasant, with a constantly shining but not too warm sun and a gentle breeze blowing through the castle.

Day after day she lived the perfect life, safe and secure in paradise. The servants did their chores, the winds cooled her down, and the dragon guarded the castle. But one day a man approached the moat, and asked to see the princess. The dragon roasted him, and that was the end of it. The princess never knew he was even there to interrupt her perfect life.

The following day another man arrived, and he too was quickly roasted by the dragon. And then the next day another man came... and the next day, and the next day until they started coming two a day, and then three a day. The dragon continued to roast them all, but one day the princess noticed all of the men coming to the castle.

'What are they all doing?' She wondered. 'And why is the dragon killing them all?'

'Because we can't allow anything to interrupt your perfect life.' One of her servants told her. So the princess let it go, and the men continued to be roasted where they stood by the dragon.

Then one day, a little girl approached the moat and asked to be let inside. The dragon was going to roast her too, but the princess ran outside screaming 'no no don't hurt her! She's such a sweet girl... please, let her come inside.'

'But your majesty,' one of the servants said, 'if we let an outsider into the castle then your paradise will be lost forever.'

'That's ridiculous.' The princess insisted. So she led the little girl into the castle. The girl was a lost orphan, searching for food and shelter from the cold and someone to pass the time with. The Princess took pity on her and agreed to let the girl stay in the castle. Suddenly, the castle walls began to collapse, and soon the entire castle had been brought to the ground.

'What happened?' The princess wondered.

'We told you.' One of the servants said. 'Bringing an outsider into the castle would destroy your paradise. If you cast her away, then you will once again be free to eat the most succulent meats, the ripest fruits, and drink the sweetest wines until the end of your days.' The Princess thought about the life she had, but the more she thought about it, the less it appealed to her.

She had already lived a very long time in that castle, doing nothing more than being tended to hand and foot, watching the days pass in comfort... and isolation. But suddenly this girl was offering her something she'd never had before, a friend to share this life with.

'I believe I'll stay here.' Said the princess. So she took the girl's hand, and they left the castle of paradise behind to journey into the forest in search of food. The castle disappeared, all of the plentiful animals, fruits, and wine vanished. Paradise was lost, but the princess decided it wasn't worth having. She had a long road ahead, but the longer road would be so much better than paradise because she had someone to share it with."

Alex opened her eyes and looked down at her redheaded friend. Sam had rather enjoyed the story, all in all. It was certainly better than staring at the ceiling re-counting the five thousand six hundred forty-seven sparkles. Alex sighed and ran one hand through her long red hair, staring into her emerald green eyes with a soft expression. It was hard to tell what it was... resigned sadness, desperation, or something in between.

"I wish I knew you were here to share this road with me Sam... I hope you'll come back to us soon... I don't know if I can do it without you." Alex told her softly. Sam wished she could comfort her friend, but a blank stare was all she could muster. Alex sighed and wiped her eyes.

"I know, how about another story?" Alex suggested quickly. Sam knew it was more for Alex's benefit than her own, but she didn't have a problem with it. "Let's see... there's got to be something else I know..." Alex trailed off, deep in thought. Suddenly she snapped her fingers and looked down at Sam. "Ah, I know another story. 'The Lonely Little Robin'...

Once upon a time, there was a bird living in the branches of a great, sturdy oak tree. The branches were so strong that even the mightiest wind couldn't make them sway. This bird lived with its mate in comfort and happiness. They foraged for food together, built their nest together... they were completely inseparable. Until one day they decided to have children.

So the lady bird laid her eggs in the nest they had built together, and the man bird began to hunt on his own while she watched over the babies. One day she stopped him before his daily foraging flight and said 'Dearest, what should I do if ever you should fail to return?'

The man bird laughed. 'Sweety, that will never happen. Death itself could not keep me from returning to a vision of love and beauty such as you.' So the man bird left to look for food, and as he promised he returned with the biggest catch that either of them had ever seen. The days wore on with the birds together, looking forward to the day their children would hatch.

One day, the lady bird turned to the man bird again. 'Dearest, what should happen to our children if ever you should fail to return?'

'Sweety, that will never happen. Death itself could not keep me from returning to take care of my beloved babies.' The man bird insisted before leaving once again on his morning foraging flight.

The day of the eggs' hatching was growing closer, and once again the lady bird turned to the man bird. 'Dearest, if I should fail to be here one day when you return, what would happen to you?'

'Then I would find you. Death itself could not keep me from flying by your side for the rest of time.' Then he left once again to search for food. The day wore on and the lady bird waited for her love to return. She waited and waited, but as the night grew darker she couldn't see any sign of him. Still she waited, watching the skies... waiting...

The following day the eggs hatched into beautiful golden chicks, but still the lady bird continued to wait. Days passed... the chicks soon passed away, but still the lady bird continued to wait and wait for her love to return. After several days, she passed away too. As she flew through the air, higher than any bird could possibly hope to go, she saw a silhouette in the sky.

'See, sweety?' The man bird told her. 'I told you even death could not keep me from your side.' On her other side, the chicks that had so recently hatched flew on golden wings, and the robins flew high into the sky as a family, no matter what happened to one or all of them."

Alex trailed off and wiped her eyes. "Wow... I never realized so many of mommy's stories were so depressing. I never really thought about them as a little girl..." She looked down at Sam thoughtfully. "Do you think they're alright Sam? Our mothers I mean..." Sam wished she knew, but there was no telling what Jerry would do with them.

"Wow... you're all dirty." Alex suddenly realized, as though searching for a reason to do something other than think. She stood and walked into the kitchen, soon returning with a bucket of water and a couple of sponges. She sat down beside Sam and pulled her dirt-covered shirt off, taking one of the sponges to gently wash Sam like a precious porcelain doll.

"I wonder what Clover's doing now..." Alex said softly, her eyes far away and glazed over. "I wonder what everyone's doing... mommy, Clover, Arnold..." She shook her head vigorously and turned back to washing Sam, scrubbing at every piece of dirt she could see. "I'm sorry Sam, I'm here for YOU now..." She took a deep shuddering breath. "I know, another story..."

She thought for a few moments, obviously trying to come up with a good story. "I can't think of anything..." Alex closed her eyes and rubbed her forehead. "I know I know more, I just..." She plopped down on the blanket, breathing deeply. Sam watched her worriedly. This all had to be extremely hard on the girl... possibly worse than it was on Sam. At least Sam knew she was still alive...

Alex moved down to wash her stomach after finishing her shoulders and chest, not really seeming to see Sam as she worked on getting her as clean as possible. Sam could feel the sponge, though for some reason she still couldn't move. She was making progress though, perhaps soon her body would overcome the shock and be under her control again. The sooner the better.

The silence was utterly deafening, with only the wet sounds of the sponge on Sam's skin cutting through it. Soon even that faded, though Sam couldn't see what was happening. She heard a soft sobbing sound from further down toward her stomach, coupled with sniffles as Alex tried to compose herself. Sam struggled with herself, trying to force her body to move. This had gone on long enough... she couldn't let Alex go through this anymore.

With a tremendous mental and physical effort, Sam raised her head to look down at her friend. She was hunched over Sam's stomach, her head buried in her body as she sobbed. "I'm sorry Sam... I know I'm being a baby..." Alex said through her sobs. "I should be strong... like you girls always are... it's just so hard... you two are ALWAYS strong and I'm just..."

"The strongest..." Sam breathed softly, forcing one of her hands to slide up to the back of Alex's head. Alex sniffled and looked up at her in surprise, her eyes lighting up when she saw Sam semi-conscious.

"Sam... you're awake!" Alex scrambled up and wrapped her arms around Sam's torso, squeezing her tightly. "I'm so glad you're okay! I was soooo worried... I didn't know what to do, and I just..."

"Ssshhh..." Sam leaned against her, still not having the strength to do much else. Even her voice was unnaturally soft, but with enough effort and concentration she was able to speak. "It's okay... I saw everything you've done for me Alex... I know." She whispered. "I'm glad to see you... but I need you to do something. It's extremely important."

"What is it?" Alex sniffled.

"Call Clover... tell her Jerry's not responsible for the attack on the settlement." Sam told her. "I don't know who is... but it's not Jerry. The one who did this told me that... Someone's playing us against each other somehow..."

"Okay... I'll call her." Alex nodded and pulled her cell phone out of her back pocket. She dialed quickly and raised it to her ear, waiting for someone to pick up on the other end. "Clover! Listen, we have some important info about the attack!" Alex remained silent for a moment, listening. Suddenly her face went pale, and she quickly moved the phone away from her ear, turning it off.

"Alex? What happened?" Sam asked breathily.

"Jerry... Jerry was on the other end of the line." Alex said.

"Jerry...?" Sam's eyes went wide. "He probably traced the call... Alex, we have to get out of here."

"Right." Alex quickly grabbed Sam's shirt and pulled it back on her before standing, cradling Sam in her arms like a child. Sam dangled in her grasp, still unable to do much else. Alex ran outside and began moving through the alleys randomly again, hoping to leave behind the building and the cell phone to avoid being caught in a WOOHP trap.

"Do you think we made it out in time?" Alex asked. No sooner did she finish the question than something slammed into her from behind, sending her furiously off balance. Alex struggled to stay on her feet, holding Sam to her chest. She whirled right before she slammed into a nearby brick wall, shielding Sam from the impact but getting a pretty nasty impact for herself. "Ow..."

"We knew you two would show up at some point." Pam said. Alice, Crimson, Yuki and Megan emerged from the alleys around her, forming a semicircle around Alex and Sam. "Jerry was right about that... then again, Jerry tends to be right about almost everything. Now come on girls, come quietly, it's two against five, you know you don't stand a chance."

"Alex, you may be able to outrun them..." Sam whispered softly. "But not with me in your arms..."

"Don't even think about it Sammie..." Alex clutched her tighter to her chest. "We both get out of here, or neither of us do."

"There's no reason for this. Jerry won't hurt you I'm sure. He's not the bad guy here, you are. I don't know what's gotten into you exactly, but I won't let this continue!" Pam exclaimed. Alex slowly knelt down, setting Sam on the ground and propping her up against the wall. She stood up again, standing in front of Sam and facing the five girls.

"If you want to fight, fine. But I won't let you touch Sammie..." Alex raised her fists in front of her expertly.

"Fine, Alex... if you want to do it the hard way... get her!" Pam and the rest of the spies lunged inward toward Alex. Howling like a furious lioness defending her cub, Alex lunged straight toward Pam. She leapt and planted both feet into her chest, kicking back to do a vertical backflip, her legs lashing out to slam into both Yuki and Crimson at the same time. Alex landed in a crouch and rolled backward, her legs kicking out against the last two to sweep Alice and Megan's legs out from under them before she leapt back to her feet.

Pam attacked again, but Alex parried every blow with lightning precision, landing several punches on Pam's jaw before whirling to deflect one of Alice's kicks, and ducking one of Crimson's punches before kicking Megan in the stomach and grabbing Yuki's arm. She yanked Yuki around to slam her into Crimson, then dodged swiftly away from Alice's next blow, planting a solid uppercut to the jaw that sent the older spy sprawling.

She grabbed Pam's next blow and hurled her over her shoulder to the ground, then jumped slightly to dodge Megan's sweep. She slammed her heel into Megan's forehead, knocking her to the ground. Pam's legs kicked upward suddenly from the ground, slamming into Alex's stomach and knocking her back, also knocking the wind out of her. Pam jumped to her feet even as Yuki and Crimson approached her from either side.

Alex stepped back, watching them for a moment. The instant Yuki moved to attack Alex lunged at her, leaping just beside her and rolling to the other side. By now Alice had recovered however, and punched her across the face, sending her stumbling back again. All five spies oriented on her now, rushing to surround her. Alex whirled quickly, spotting Sam still lying against the wall, watching Alex so helplessly... she almost looked like she was resigned to being captured...

"No!" Alex reached into her pocket and whipped out a small tube of lipstick, which instantly extended into a 6-foot long bo staff. She spun it between her hands, lunging toward Crimson and Yuki. They dodged out of the way of Alex's furious spins and swings, her staff looking like a blur in the air in front of her.

She whirled, letting her grip slide to the end of the staff as it swung in a wide arc. The five girls backed off slightly, a fact that Alex took full advantage of. She caught the staff in her other hand and whirled toward Megan like a dancer, swinging the staff expertly to slam it into her stomach. She grunted and hefted her off the ground, dumping her onto her back on the pavement moments later.

She flipped the staff behind her to block Yuki's kick, then whirled it in front of her again to slam it into Alice's side, quickly jerking it back to slam the tip of the staff into Yuki's stomach. Both women collapsed to the ground, clutching their stomachs. Alex turned again, spinning the staff in front of her and catching the end between her side and her arm. This left just Pam and Crimson standing in front of her. They each reached into their uniform to pull out more Lip-Spears, holding them in front of them.

Alex was panting heavily, growing seriously tired. But it looked like the other three were out of commission, lying on the ground holding their stomachs where Alex's staff had done some serious damage. Just two more, and she could get Sam out of here.

"I've got to say Alex... you're damn good." Pam replied, panting but not as heavily as Alex. "Clover went down by now, and she didn't manage to take a single one of us down."

"You'd be amazed what someone can do when their friends are on the line." Alex replied darkly. Pam and Crimson lunged forward suddenly, both whirling their staffs above their heads and bringing them down toward Alex. Alex raised her staff to block the blows, but the force was way too much to hold. Alex was knocked to her back, but she rolled backward and flipped to her feet again, lunging forward with her staff swinging.

Pam parried the blow expertly, bringing her staff back around quickly, but Alex let herself fall backwards to avoid the hard swing. She used her bo as a crutch to pull herself back up, then swung it in a whirling arc in front of her. Pam leapt over it, bringing her staff down hard in a double-handed overhead blow. Alex brought her staff back up to block it, shoving it aside and slamming the butt of her staff into Pam's jaw.

The older spy stumbled to the side and went down, leaving Alex the only one standing with four spies on the ground before her. Wait a minute... Pam, Alice, Yuki, Megan... where did Crimson go?

"Come on Sam, we're going back to Jerry." Alex whirled when she heard Crimson's voice behind her. Crimson was holding Sam's limp form up from behind with one hand around her waist, the other holding the Lip-Spear across her throat. "And don't even think of fighting me Alex, you know you won't risk doing anything bad to her."

"You're taking a hostage?" Alex growled. "I can't believe a WOOHP agent would stoop that low."

"Yeah yeah I know we're evil. Jerry is the evil master villain and we're his pawns hunting down and exterminating the good guys." Crimson said sarcastically. "Do you really believe that Jerry could be evil, Alex? Jerry has dedicated his entire life to fighting for world peace and life. You are just some teenagers who agreed to help because it might be fun. Who do you think is more trustworthy?"

"I don't know what Jerry is, but holding a paralyzed girl hostage is TOTALLY evil!" Alex shouted.

"Drop the staff and come with us. Now." Crimson demanded. She pulled the staff tighter across Sam's throat, forcing the redhead to grimace painfully and raise her head.

Alex glared at her hatefully as she loosened her grip, letting the Lip-Spear fall to the ground beside her. Crimson smiled and nodded, and suddenly something slammed into the back of Alex's head. Alex groaned and fell to the ground heavily, her vision going blurry. She felt herself being picked up and carried away... undoubtedly to be held in one of Jerry's containment cells. She would have been upset if she wasn't too busy falling unconscious.


	21. Three Way War

This was getting way out of control. That was Brittany's only thought as she watched the people swarming up against the makeshift WOOHP Base. Through the communicator on the X-Powder she could hear reports from an increasing number of WOOHP bases, all coming under siege by furious and surprisingly intent forces. This wasn't a simple uprising like they faced the other night, this was a concentrated war effort.

"They're going to break in soon..." Mandy said softly, watching the throng of people out front, howling in hatred and furiously attacking the doors to force them open. They far outnumbered the WOOHP Officers currently in the hotel, even with their advanced weaponry they couldn't hold them off for too long, or hope to win in this outright confrontation.

"I can't raise Jerry on the X-Powder. He's just not responding for some reason." Brittany said. They could both still hear the frantic cries for assistance from WOOHP Officers across the globe that were being similarly swamped.

"I wish we knew what this was all about..." Mandy growled. "You're some kind of super spy and you couldn't find out anything from them in the last few days?"

"Hey, don't start with me!" Brittany retorted. "This isn't the time to start a verbal war!"

"Yeah the REAL war outside is sooo much better!" Mandy retorted. They both stopped when they heard a massive crash float in from the window as a massive shudder swept through the building. "They're inside..."

"It's decision time." Brittany turned to Mandy.

"Why are you looking at ME!? I don't know anything about all this!" Mandy shouted.

"You can take off the uniform and walk away, if you want to." Brittany told her. Mandy blinked in surprise. "You're not a WOOHP Agent... you never have been. You've been here with me, and I appreciate everything..." Brittany raised one hand to Mandy's cheek, stroking one of the dark bruises that still dotted her body. Mandy winced slightly at the touch. "But you're not an Agent... not really... I won't make you be one anymore."

"I don't have anywhere else to go." Mandy told her coldly. "Even if I walked away, I'd just be walking into THEM." Mandy jerked her thumb to the window, where there was still a sea of pissed off people in the streets. "And I would rather stay here."

"You know things will only get harder." Brittany told her. "We're not just going on humanitarian missions or trying to outrun an ocean anymore. This is a WAR Mandy. The people are rising up against WOOHP and everyone who's a part of it. I don't want you involved in this... it's waaay over your head. And we both know it."

"Don't insult me." Mandy growled. "I can hold my own... and that's what I'm gonna do." Mandy stared at her, angry that her abilities were being questioned. "I may not have much experience, but I can do this. I can do anything I set my mind to. I've made it this far. I'm not turning tail now."

"Fine..." Brittany said softly. She reached onto the bed and pulled a pair of pink backpacks off of it, handing one to Mandy. "Let's go fight the good fight then... and hope some kind of reinforcements come." They each slipped a backpack on and walked to the windows. "Use any force necessary to neutralize as many people as possible... and try to watch out for friendly fire." Indeed, they could both hear rifle fire from the bottom floor where WOOHP Officers were trying to keep the intruders out of the building.

The Jetpack Backpacks started with a furious roar, and both girls flew from the window out into the open air. They both pulled a collection of Mini Smoke Bombs out of their belts, hurling them down into the crowd. They exploded in clouds of pink gas, engulfing large sections of the crowd. The two spies flew down into the crowd, moving like a pair of synchronized swimmers and landing easily in the middle of the crowd.

Instantly Brittany reached into her pocket and pulled out a small cylinder with a handle, which rapidly expanded into the shape of a Laserheat Hairdryer. She lowered it toward the stunned crowd around her and pulled the trigger. A massive blast of superheated air blew through the crowd, knocking back anyone it touched. The glowing yellow beam swept through the crowd, knocking dozens of people to the ground.

She released the trigger and whirled, kicking one attacker in the stomach and punching him in the face to knock him back. She brought her hairdryer around again and started another sweep, knocking people back. This was actually easier than she thought; the WOOHP gadget was easily able to keep her attackers at bay en-mass. It looked like they would actually win.

She gasped in shock when an arm wrapped around her throat from behind, catching her in a shockingly tight stranglehold. Quickly she brought the hairdryer up and fired it straight into her attacker's face. Out of the corner of her eye she saw his head disappear in a splatter of silver... only to reappear moments later, reforming right from his shoulders. She blinked in shock, taking a moment to realize what it was.

"Scamlar..." Brittany said in surprise. Of course... she'd completely forgotten about Tim Scam's bid for power. For some reason she thought she'd seen the last of him after the assassination attempt on Jerry failed. Obviously he had other plans. This knowledge didn't help her in her current situation though, her throat being crushed by a Scamlar solder and a group of pissed off civilians gathering around her.

The steel wings broke out of her backpack and she took to the sky again, trying to pull the Scamlar warrior off of her as they moved through the air. The heat of the engine quickly disintegrated its legs, but its torso clung tightly, wrapping around her throat like a steel boa constrictor. Her eyes were beginning to go dark from lack of oxygen.

She turned downward and streaked toward the ground, pushing her backpack to its highest velocity. She whirled and pulled up at the last moment, slamming back first into the pavement. The figure on her back let out a hideous squeal as it slammed into the pavement, leaving a trail of silver behind it. Still it held on however, and they were hurtling toward the WOOHP hotel headquarters.

Brittany pulled up suddenly, flying straight backwards into the building. Finally the Scamlar warrior was thrown clear, lost in the debris that came down around them. Brittany fell to the ground, panting and rubbing her throat painfully with one hand. One of Tim Scam's warriors... what was it doing fighting alongside the civilian army?

Of course... they were inciting the war, a war Tim Scam could help stop. If Tim Scam stopped the war, the people would be indebted to him... a true hero of the hero. The entire planet would fall to his grasp, and these people were playing right into his hands. Brittany knew that reasoning with them would be pointless though, they were too enraged, so she turned to the WOOHP personnel holding cover inside the building.

"Retreat to the emergency base!" Brittany shouted.

"Sir? We have orders to stand our ground and regain control!" One of the Officers protested.

"Things are more complicated than Jerry knows." Brittany replied. "I'll explain later, for now just retreat! I have to go retrieve Mandy!"

"Yes sir." The officer gave a sharp salute and turned to issue more orders to the others. Brittany's Jetpack flared to life again and she took off from the building, flying above the heads of the crowd.

"Mandy!" Brittany shouted above the crowd. She didn't hear a response from anywhere, and she couldn't see any sign of the girl in the thick crowd. "Mandy answer me!" Brittany shouted. She hovered above their heads. Some people threw things at her, but she was easily able to block the clumsily tossed pipes and 2X4s.

Worriedly she whipped out her X-Powder and opened it, activating the homing beacon in the Lip-Stalk she knew Mandy had in her pocket. The signal flashed on screen, indicating that the gadget was pretty far away already. In fact, it was clear outside the range of the crowd. How or why Mandy would go that far was beyond her... no human could move that far that fast...

Brittany kicked her Jetpack into overdrive and took off like a bullet, a blue streak in the air as she passed over the pissed off crowd. She soon left them far behind, moving at easily 80 MPH, but somehow the signal stayed far ahead of her. She didn't give up, weaving through the city streets as rapidly as she possibly could, making her way after the signal.

It wasn't long before she left the city, still racing after the signal over the grass-covered plains. She saw something up ahead of her, so she reached into her pocket and pulled on a pair of Binocular Shades, zooming in on the shape. It looked like a sleek silver car speeding across the grass, carrying several civilians and Mandy unconscious in the back seat. Nobody seemed to be driving it.

She swooped down closer to the ground, gaining more speed as she lost altitude. She loomed up close behind the car, coming up right on their rear bumper. She whipped the binocular Shades off and tossed them aside, suddenly turning upward and cutting power to her Jetpack. She flipped through the air and came back down on top of one of the guards in the car, knocking him into the front seat. His body bent over backwards in a most disturbing manner, only to reshape itself momentarily. More Scamlar... she should've known.

"I think this is mine." Brittany quickly scooped up Mandy before the Scamlar warriors could take stock of the situation, and took off again, flying straight up into the air with Mandy cradled in her arms. She looked down at the girl, wincing when she saw that there was a large bruise forming on the side of her face. Mandy must've been knocked unconscious in the melee... Brittany knew better than to let her fight alone. Why would she let Mandy go like that? She couldn't blame anyone but herself...

"Urgh..." Mandy groaned and opened her eyes painfully, looking up at her. Brittany smiled back.

"How you feeling, girl?" Brittany asked.

"Major headache..." Mandy said softly.

"Sorry... for everything..." Brittany replied. Mandy looked about to respond, but suddenly a hail of bullets flew around them. Brittany screamed and dodged back, whirling to see what was going on. The Scamlar from the car were coming up toward her, riding in the same car they were in before, but this one had a pair of wings and flaming jets on the rear. "More Scamlar improvements I guess."

"Run!" Mandy shouted. Brittany didn't really need the order as she turned and streaked away from them as fast as her Jetpack would carry her. She flew low to the ground for speed, a hail of bullets plunging into the Earth all around her like a vicious hailstorm. She felt several slam into her metal wings, though they didn't punch through.

"We have to lose them!" Mandy shouted fearfully.

"Thanks for the news flash!" Brittany growled, turning to fly straight down a nearby alley. She turned up when she reached the back wall, flying out into the sky and coming back down again on the other side of the building, pulling up right before hitting the ground. Somehow the Scamlar warriors paced them the whole time, the hail of bullets never subsiding. Obviously, there was no way she could outmaneuver the machines.

"You up for a quick assault Mandy?" Brittany asked.

"What do I have to do?" Mandy asked fearfully.

"Just follow my lead." Brittany pulled up from the ground, letting Mandy fall slightly so that she could wrap her arms around her torso, holding them together as they flew back toward their pursuers.

"Are you insane!?" Mandy screamed.

"Just hold on." Brittany let Mandy go and quickly grabbed her hands, holding her out at arms length. She began to spin in midair, the bullets flying around them as she flung Mandy around. Suddenly she released the girl, sending her hurtling toward the Scamlar ship. Mandy screamed, but she slammed into the two riders and knocked them overboard to the ground far below. Mandy shrieked as she began to fall as well, but Brittany swooped down and grabbed her before she could get far.

"See? I'd never let you down." Brittany smiled.

Mandy pounded on her head and shoulders as hard as she could, screaming furiously. "Never do that again you evil sadistic little witch!" She screamed in her face.

"Ow! Ow! Okay! I'm sorry!" Brittany shouted. Mandy stopped beating on her and huffed, allowing Brittany to shake her head clear. "Man, you're strong when you're pissed off."

"That's right. So don't piss me off again." Mandy told her in a satisfied tone. She looked up, and shrieked again suddenly. Brittany looked up, then dodged out of the way just in time to avoid the riderless vehicle as it flew straight at them like a flying battering ram. It turned to keep up with them flawlessly, no matter how Brittany tried to turn.

"Their vehicles must have A.I. just like the soldiers!" Brittany shouted.

"No shit Sherlock!" Mandy screamed back over the wind. "What do you propose we do about this? I don't think throwing ME at it will solve this one!"

"Maybe it will if you can get to the controls and disable the A.I. program!"

"I don't know anything about A.I. programs! How do I disable one!?"

"I don't know! Grab the controls and start hitting buttons! And whatever you do, don't miss!" Brittany turned to fly straight up, followed by the vehicle.

"What!? AAAAAIIIEEEEEE!" Mandy screamed as Brittany just let her go, letting her fall toward the vehicle. It was oriented on Brittany, thus didn't pay any attention to her. It flew right past her, but she lashed out with both arms and grabbed the flight stick before it could get away, suddenly yanked along after it as it weaved through the sky after Brittany.

Brittany turned to fly horizontally, letting the vehicle follow her along just that axis, so that Mandy could steady herself. She pulled herself up to the controls and began jamming on any buttons she found there at random, praying for something to happen. Suddenly the vehicle began to move slowly downward, the jets on the back beginning to fade.

"Hey! It's going down!" Mandy screamed as she vehicle plummeted faster and faster toward the ground.

"MANDY!" Brittany streaked down after her, but it was falling faster than she could fly. Suddenly the vehicle seemed to buck back into the air, its bottom slamming into the ground as it pulled up and streaked back into the sky, still streaking away from Brittany. "Mandy, get off that thing! It's out of control!"

"I can't!" Mandy screamed back. "I think the A.I. came back on! If I let go of the stick it'll just go after you again!"

"Mandy! Get out of there now!" Brittany screamed desperately. Mandy had tight control of the stick, yanking it to the side to send the vehicle flying back toward the city at maximum velocity. It jerked to either side constantly, as if struggling to turn. Suddenly Brittany saw the problem... Mandy was guiding it straight into the side of one of the buildings. "MANDY! STOP!"

"Raaaaaagh!" Mandy screamed and leapt off the back of the vehicle just before it was about to plunge into the building. It tried to pull up, but it was far too late. The silver vehicle plowed into the building, breaking vertically through several floors, bringing that side of the building crumbling down around the street. Several piece of debris fell outward, raining down around the falling and screaming Mandy like the Earth's teardrops.

"NO!" Brittany turned toward her lover and pushed the Jetpack into the red zone, weaving through the debris and occasionally punching straight through it in her rush to reach the screaming girl. At last she lashed out with her arms, wrapping them around Mandy's torso and pulling up a scant ten feet above the ground, weaving through the debris as it slammed into the street just behind them with thunderous impacts. They streaked back into the sky, holding each other tightly and taking stock of what had just happened.

"Oh my God..." Mandy gulped. "I... I can't..."

"Ssshhhh... relax, you're in shock." Brittany turned down her thrusters and floated more calmly toward a nearby building that was still standing. She landed them gently on the roof and tried to set Mandy on her feet, but her legs gave out and she fell to her knees. Brittany knelt down with her, holding onto her tenderly.

"I feel... numb..." Mandy said.

"It'll pass..." Brittany cooed gently, running one hand through the frightened girl's lustrous black hair. "I've gotta say... I never knew you had that kind of strength in you." She pushed Mandy back slightly to look in her eyes with a slight smile. "I've never seen anything so brave... but if you ever scare me like that again, I will kick your ass."

Mandy just nodded numbly, her face pale and her eyes glazed over. Brittany pulled her into a gentle kiss on the lips, then wrapped her arms around her again to hold onto her. She gave her time to calm down, her body time to let go of its excess energy, and her mind time to absorb exactly what had just happened. Brittany was surprised she'd been moving at all lately, after everything that had happened. Mandy really was a strong girl.

At last Mandy was able to sit up on her own, still shivering but no longer on the verge of freaking out or passing out. "How you feeling?" Brittany asked.

"Still a bit shaky... but I'll be alright." Mandy replied. Brittany reached into her backpack and took out a small flask of water, holding it out to her. Mandy sipped down as much as her queasy stomach would accept. "How are things back at the hotel...?"

"More complicated than we knew." Brittany replied simply. "Tim Scam is playing these civilians like suckers... those were Scamlar sentries that tried to take you, and one of 'em tried to off me a little while ago."

"That creepy guy with the T1000s?" Mandy grimaced. "I hoped we'd never see him again..."

"Me too, but it was stupid to just forget about him. God knows how many of those things he has by now. And now he's using them to instigate a war between WOOHP and the civilian population." Brittany shook her head. "He quietly orchestrates WOOHP's downfall, then steps in to claim power himself. It's so simple I can't believe it looks like it's working."

"Should we try to warn that Jerry guy?" Mandy asked.

"Yeah, we need to warn him as soon as possible." Brittany replied. 

"Okay." Mandy pushed herself to her feet, wobbling for only a moment before regaining her balance and approaching Brittany. "And... thanks for saving me."

"Don't sweat it, it's my job." Brittany activated her jetpack's wings. "You still have your Jetpack Backpack with you?"

"No... I think it was destroyed in the fight." Mandy replied.

"Alright, come on." Brittany swept Mandy up in her arms, cradling her against her chest. "Let's get you somewhere you can rest, we'll get a warning to Jerry, and maybe he'll have a way to put a stop to all of this insanity." Brittany's jetpack flared to life, and she flew across the sky back into the city. She didn't see any sign of the civilian army that had attacked earlier... they must still be back at the hotel, venting their frustration on the former WOOHP base. That was just fine, they didn't need it anymore. Hopefully this war would end soon without much more bloodshed...


	22. The Fall of WOOHP

Over 25 years Jerry had fought to keep the world safe from those whose desires would place lives in jeopardy. He'd fought madmen, lunatics... the greatest evils mankind could spawn. The World Organization Of Human Protection was his weapon against those forces, the shield that kept the world safe, and the sword that cut down chaos. Now the very people he'd used those weapons to protect were fighting against him... viciously, hatefully. There was no controlling it now...

He heard the door to his new office open as a WOOHP Officer walked in calmly. "Sir, your WOOHP Team has returned... they have Sam and Alex in custody." He said. Jerry looked back at him in surprise. He hadn't expected the girls to fall so quickly... Pam, Alice and Crimson weren't nearly as rusty as he thought they were. Or perhaps he was overconfident in his girls' abilities.

"I'll come interrogate them personally." Jerry said.

"Yes sir." The officer saluted swiftly and left the room, closing the door behind him. Jerry still remembered having Clover on the table... writhing in pain. It was one of the hardest things he'd ever done in his WOOHP career, but there was nothing he would not do for the protection of humanity. No lengths he wouldn't go to, to ensure their survival.

He turned to leave the room, missing the presence of his A.I. companion. GLADIS was unable to accompany him to this new base however, so he just had to make due without her. He walked down the hallway with his hands in his pockets, making his way through the mazelike corridors of WOOHP's second base down toward the detention cells.

He walked down the long steel hallway, looking inside each cell as he passed. A few recaptured villains, a few rogue Officers who had realized the truth. At last he came to a certain cell and stopped, staring inside it. Sam was leaning against a wall, looking tired and weak as Alex knelt down beside her, running one hand over her forehead and speaking in a soft tone.

"You'll be okay Sammy... don't worry, I won't let them hurt you." Alex told her.

"Alex, you've got to escape..." Sam told her softly. "Forget about me, get out of here. Someone has to lead the fight... we can't let Jerry's insanity enslave mankind. We've always fought people like that... we can't lose now."

"You still don't understand." Jerry sighed. Both girls' head snapped toward the door at the sound of his voice. Jerry approached the door and pushed it open slowly. Alex dropped into a fighting stance, her eyes locked onto Jerry's. "I don't want to fight Alex. Merely to talk."

"Talk to someone who cares what you have to say." Alex growled. "You've taken this whole thing waaaay too far Jerry. I didn't want to believe it at first... but after what you did to Sam I'm NEVER listening to you again!"

"I didn't do anything to Samantha." Jerry retorted. "Thanks to you girls, the entire world is rebelling against peace. Chaos is growing across the globe, and there's not a damn thing I can do about it."

"You mean you've lost control." Sam sneered. "Good. You're too insane to trust with the kind of power you had..."

"I am deeply sorry you girls still haven't seen the light." Jerry sighed deeply, genuinely sad that they hadn't realized what he was trying to do. All of this was for the sake of peace... the good of humankind. An end to war... that had been his dream forever. A dream he thought they shared.

"You lost my sympathy when you had your flunky hurt my friend you evil, evil bastard!" Alex charged suddenly with a howl, leaping into the air and bringing one fist back in a quick, expert strike. Jerry dodged the blow swiftly, catching her by her wrist and halting her in mid-flight. Alex stumbled to keep from falling, giving Jerry time to push her up against the wall roughly, but not hard enough to cause serious injury.

"I don't want to fight you Alex." Jerry repeated. "Please don't make me."

"Shut up!" Alex howled in a blind rage, lunging at Jerry again with a feral growl. Jerry's hands flashed in a blur, sweeping Alex's arms out to the sides and wrapping one arm around hers, holding it in a vice and spinning in a circle. He let go of her suddenly, sending her hurtling face-first into the solid steel cell wall. Alex bounced off and collapsed to the ground, groaning in pain and clutching her nose.

"Stop Jerry..." Sam grunted, pushing herself up to a standing position. Her limbs shook with every movement, and she was leaning heavily against the wall, but her face was full of determination as she stared at her former boss. "There's no need for this... you're right, we shouldn't be fighting each other."

"Is that so?" Jerry asked, surprised.

"Sammy!?" Alex looked up in surprise as well, still holding her nose.

"Someone's pitting us against each other..." Sam said. "Someone attacked the settlement outside of WOOHP Headquarters... they looked like WOOHP Officers, but one of them told me he had nothing to do with WOOHP... before he shot me in the stomach." She walked up to him slowly; her body moving almost like one would expect a zombie's to move. "We're falling right into their hands..."

"Do you have any proof of this?" Jerry asked.

"I... well... no..." Sam admitted. "But you have to believe me Jerry. Someone attacked the settlement, that's why the civilians started declaring war on WOOHP. We're being played against each other!"

"I'm sorry Samantha..." jerry shook his head. "I do wish I could believe you, but I can't afford to put my trust in anyone right now. Things are too fragile... too easily disrupted." Jerry turned away from her, straightening his tie after the scuffle with Alex. "And I feel I can trust you least of all." With that he left, closing the cell door behind him. Sam and Alex remained silent as he turned to leave, but he stopped when he heard Alex call from behind him.

"Wait!" Alex called sharply. "At least... at least let us see our mothers." Jerry turned around slowly, seeing Alex clutching the bars tightly with a gentle, worried look on her face. "We haven't seen them since the war began... we're getting worried about them."

"I assure you they're alright. I would not leave an innocent woman behind." Jerry told them.

"Can't you let us see them? Just to talk to them?" Alex begged softly. "Please, Jerry..." There were tears welling up in her eyes, her lip quivering. It was a look Jerry had seen before... he was sure it wasn't genuine. She was going to try to get her mother to help them... turn them against Jerry too. But, despite knowing what they were for... he could never deny those eyes...

"Alright." Jerry nodded. "Wait here, while I send for Carmen, Stella, and Gabriella." He turned to leave.

"Thank you so much Jerry!" Alex shouted gratefully. Jerry left the holding cells, making his way up the building to the outside, where the hot desert sun was beating down on the sandy Earth. Area 51... so many people knew of this place's existence... of course, none of them knew what was really here. No aliens, no giant conspiracy to cover up aliens... that was all a cover for WOOHP's main weapon laboratory.

He approached one of the officers nearby. "I want you to go down into the base, and move Sam, Alex, and Clover to Interrogation Room three. Keep a constant guard posted outside AND inside the room. I don't want them to be left alone, even for an instant."

"Yes sir." The officer saluted and went back into the building as Jerry made his way across the desert.

He made his way across the hot sand to the living quarters on the other side of the base, knocking lightly before poking his head in through the door. Three older women, so much like their daughters, were talking amiably over small mugs of coffee. They all looked up when Jerry entered, each of them flashing him a weary smile.

"Any word on our girls?" Gabby asked hopefully.

"Actually, that's what I'm here about." Jerry closed the door behind him. "Your girls are here, at this base." All three women climbed to their feet excitedly, but Jerry quickly waved them down. "But I'm afraid things have become complicated... their minds are being affected by the stress of everything that's been happening lately."

"What do you mean?" Gabby asked worriedly.

"I'm afraid it's resulting in hallucinations... delusions. I have no choice but to keep them confined for their own good." He told them. The women exchanged a worried glance. "I'll allow you to see them, but only under strict guard... we're doing everything we can to help them, but it will take time." He told them.

"Yes, of course." Gabby turned back to him and nodded. "Their health is the most important thing to us..."

"I know it is..." Jerry smiled slightly. "Follow me, I'll take you to see them." He left the shelter, crossing the small desert path back to the base proper, taking them down the elevator deep into the main structure. The women remained stonily silent as they followed behind him. Jerry proceeded down the hall to a nearby interrogation room, where the girls were no doubt being held by now.

Jerry opened the door and stepped inside, holding the door open. Sam, Alex, and Clover all looked up from what appeared to be a group hug. All of their eyes went wide when they saw the women standing beside Jerry.

"Mommy! You're alright!" Alex broke from the trio and ran up to Carmen, leaping against her and throwing her arms around her neck. "I'm so glad to see you! I missed you..."

"I missed you too sweety..." Carmen said happily. "Why ever did you leave without telling me...?" Alex opened her eyes, glancing at Jerry, who was still standing nearby.

"I... I guess it doesn't matter." Alex shook her head. Clover was more reserved in her approach, eyeing Jerry wearily. She had been acting different ever since Jerry's interrogation the other day. She never had given in... it was sheer chance that Jerry had intercepted Alex's call. Otherwise he might never have found the girls.

"Hey... mom..." Clover said softly.

"Clover..." Stella's eye grew wet and she pulled Clover into a tight embrace. "I thought you promised to tell me when you were going to leave... you promised never to do this to me again." She said tightly.

"I didn't have a choice... I'm sorry..." Clover replied. Gabby moved past the others, walking around the table to Sam. The two hadn't seen each other since their initial arrival at WOOHP headquarters, since Sam had immediately gone to Jerry and then disappeared. Sam looked up, not rising from her chair since her limbs were still weak. The doctors told him there was nothing wrong with her, except that they found nano-bots in her bloodstream after examining her on arrival. How they got there, Jerry didn't know.

"Hi... mom..." Sam said softly.

"Sam..." Gabby said softly. "Are you okay?" she knelt down in front of her daughter, putting her hands on her shoulders.

"I'll be okay..." Sam nodded slightly. "I just got hurt... but I'm getting better, thanks to Alex and Clover." Gabby nodded, and there was a tense silence between them. Gabby stared at her daughters eyes, then slowly stood up, her hand lingering on Sam's shoulder. Sam watched her, obviously struggling to hold back the tears.

"I hope you get better soon, dear Samantha..." Gabby said softly. She brought one hand up and ran it through Sam's hair, letting her fingers slide into the long red locks. Sam looked past her, glancing just momentarily into Jerry's eyes. It seemed in that instant she realized what must've happened... Jerry wouldn't let them speak freely. And even if they did, he made sure their mothers wouldn't believe them.

"I will... mother..." Sam lowered her head and squeezed her eyes shut, tears sliding down her cheeks. "I'll get better..." Gabby smiled tenderly and leaned down to kiss her daughter tenderly on the forehead.

"That's my girl... be brave, I know you can do anything." Gabby stood up straight, looking back at her friends. Alex and Clover were chatting amiably with their mothers, as if they were sitting around a dinner table instead of in a WOOHP interrogation room. Silently Gabby turned to leave, leaving Sam sitting alone on the chair. Jerry watched her go, then turned to watch the other girls for a while.

"It's getting late." Jerry said at last, after several hours had passed.

"Can we do this again some time Jerry?" Carmen asked.

"Of course, I would never want to keep families apart." Jerry smiled back. None of the girls looked at him as their mothers bid them tearful goodbyes and turned to brush past Jerry on their way out. Jerry watched the girls as they all turned their suddenly cold eyes on him.

"You're evil..." Sam growled.

"Take them back to their cells." Jerry told the nearby officer. He approached the girls and cuffed each of them, several more officers arriving to help him get them from the interrogation room to the cells. Jerry watched them go, then turned to leave the room himself, walking down the hall toward his secondary office in the middle of the building.

He looked down in surprise when his wallet began to beep. He pulled it out and opened it. "Yes?"

"Jerry! I finally got a hold of you!" Brittany yelled over the communicator. Her hair whipped around her face, and the X-Powder was held extremely close to her. It looked like she was flying. "We just encountered the source of these rebellions, there are Scamlar warriors scattered among the civilian population."

"Do you have any proof?" Jerry asked.

"We were just attacked by three of them, they looked and acted just like civilians until we engaged them in combat." Brittany replied. "We're on our way back to tell you what happened in greater detail."

"Come to the secondary WOOHP Headquarters." Jerry told them. "On the double, I'll begin fortifying our defenses as best I can."

"Understood." Brittany said before the communication went dark. Jerry put his wallet back in his pocket. So Sam was right...

"Scamlar?" A young voice asked. Jerry turned to see Arnold standing behind him. Since Sam's treasonous rebellion the boy's mood seemed to change more than Clover's fashion sense. Lately though he seemed to solidify... becoming much more thoughtful and serious. He was quickly becoming a genius in the WOOHP offices, contributing to some of their most advanced projects now that he was focused. "What's that?"

"A dangerous substance created by a former WOOHP technology designer." Jerry told him.

"A substance? She made it sound like it was alive." Arnold said.

"It just might be." Jerry replied. Arnold looked like he was about to reply, but suddenly the alarm went off, the entire base flashing red. Jerry looked up as a voice began speaking over the intercom.

"WARNING, THE BASE HAS BEEN BREACHED IN SECTOR 6. REPEAT, THE BASE HAS BEEN BREACHED IN SECTOR 6." The voice exclaimed.

"That's the prison cells... girls!" Jerry whirled and ran down the hall, hearing Arnold running right behind him. They charged through the winding hallways, stopping at the thick door that lead to the cells. Jerry slid his card through the electronic lock, waiting anxiously. He could hear screams from further inside the prison, and could see spots of red blood dotting the walls, several bodies littering the floor.

Finally the door opened and Jerry charged down the hall, turning the corner quickly and running toward the girls' cell. Lady Luna was watching from inside her cell.

"Something just went in there!" Lady Luna shouted. Jerry ran up outside the cell, but suddenly the door flew off the hinges with a tremendous clatter, slamming into him and smashing him against the far wall. Jerry groaned and collapsed to his knees as the door fell in front of him. The sight before him was blurry, but would probably remain etched in his mind forever.

Sam stood in the middle of the cell, holding by the neck a second Sam, who was sobbing and grabbing at her attacker's wrist in vain. Clover and Alex were both leaning against the walls, hunched over and watching the scene before them unfold with horrified expressions on their faces. Even as the Scamlar warrior turned back to Sam another alarm sounded.

"WARNING, THE BASE IS UNDER ATTACK FROM THE SURFACE. REPEAT, THE BASE IS UNDER ATTACK." The alarm blared. Jerry pushed himself up the wall painfully.

"Sam! No!" Arnold screamed, but there was nothing he could do. The Scamlar warrior hefted her up from the ground, bringing its second fist back. Its arm melted into liquid silver, forming itself into the shape of a three-foot long blade, aimed straight at Sam's heart. Nobody could do anything as the blade struck, plunging straight into Sam's chest, emerging from her back, coated in thick blood.

"Hugh..." Sam gasped in horror, her eyes going wide. The others just watched in horror, but Sam didn't go limp. She blinked slowly, opening her mouth and staring at the Scamlar assassin with wide eyes. The Scamlar's delighted grin faded as suddenly, its blade began to dissolve. It drew back, but it didn't stop. The blade vanished slowly into thin air.

"What... what the...!?" Clover exclaimed in shock.

"The nanobots the WOOHP scientists detected..." Arnold realized. "They saw the blade as a threat... so they're neutralizing it, and whatever it's attached to." The Scamlar melted into a liquid form, but it didn't seem to help. A hideous scream of frustration erupted from the gelatinous mass of silver, slowly dissolving until at last it faded completely.

Sam collapsed to the ground, clutching her chest and breathing heavily. Blood was dripping from her chest and her mouth, her face going pale. "Sam!" Alex and Cover rushed to her side, kneeling beside her. Jerry and Arnold walked into the cell, taking a moment to assess the situation. Jerry stepped forward and knelt in front of Sam in a moment, touching her shoulder.

"Samantha, are you alright?" He asked. The nanobots were quite powerful, one of WOOHP's greatest gadgets... but that blade had pierced her heart. If the nanobots couldn't help her, nothing else possibly could. Meanwhile the warning of the attack continued to blare over the sound of Sam's panting, warning them of the escalating attack on the surface.

"I..." Sam stammered, looking up at him. Her breath slowly steadied, the blood flow from her chest slowly diminishing until the hole in her chest completely vanished. "I'll be okay..." Sam said weakly. "I just feel... drained..." She spit out a mouthful of blood, wiping her lips with the back of one hand.

"The nanobots draw power from your body... it must require tremendous power to keep you alive after something like that." Jerry said. "But we don't have time to discuss it, we have to leave now." Indeed, the red lights were still flashing throughout the entire base, keeping track of the attacker's progress through the base, straight toward the jail section. And it didn't take a genius to figure out who the attackers were.

Alex and Clover got on either side of Sam, hefting her arms over their shoulders and pulling her up from the ground between them. "Come on, this way." Jerry walked out of the cell with the others following right behind him. He turned to leave, but voices began to call from the other cells.

"Wait!" Lady Luna shouted. "You can't leave us here with more of those things coming!"

"Yes, let us out!" Professor Zero agreed. More and more prisoners began to speak up, drowning them out quickly.

"They're right, we have to free them." Alex said.

"We don't have time." Jerry replied.

"I'll take care of it." Arnold said quickly. "I've been studying the WOOHP computer systems, I think I know it well enough to disable all of the electronic locks if I can find the main console."

"Down the hall that way, inside the first door to your left with the bulletproof glass window." Jerry told him. Arnold turned to rush down the hall. "Come on girls, Sam is in no condition to fight, and if we're caught we won't have a prayer." Jerry ran down the hall with the girls, ignoring the shouts of protest from the prisoners.

They left the prison cells and made their way through the hallways. Jerry stopped when he heard a thunderous bang from the door in front of them, a large dent appearing in the six inch deep steel. "It doesn't look like we're going this way..." Clover said darkly.

"It's not the only exit... girls, you need to leave, now." Jerry said. "There's an exit in the back of the prison cells, it's hidden by the holographic projector. Arnold should be able to disable it."

"What about you, Jerry?" Sam asked. The door behind him creaked again, the hinges creaking with the strain of keeping the massive thing in place.

"I'm going to do what I've always done, protect humanity." Jerry turned away from them, facing the door. "By giving absolutely anything I have to give." The girls behind him remained silent. "Now go. Every moment you waste makes it less likely for you to get out, and to get the other prisoners out. I'll hold them as long as I can, but I doubt it will be long."

"Jerry..." Sam said softly. Jerry looked back at her over his shoulder. "I don't think I'll ever forgive you for what you did... but... I think I understand..." She said. Jerry turned back to the door, listening as the girls' footsteps rushed down the hallway away from him. The door in front of Jerry soon exploded inward, falling to the ground. There was a sea of silver waiting just outside, each looking like WOOHP Officers and each with a pair of blades for arms.

Jerry raised his arms in front of him, watches on his wrists sprouting two long, thin wires. The two Buzzsaw Wristwatches buzzed to life, whirring on his wrists as the blades cut through the air. He held them out in front of them, eyeing the Scamlar soldiers as they moved through the hall toward him. One of them lunged suddenly, bringing its blade around in a wide vertical arc.

Jerry's Buzzsaw cut straight through the middle of the blade's liquid-based substance. The blade liquefied and Jerry brought his other arm around, slicing the Scamlar soldier clean in half at the stomach with one sweeping arc. Jerry whirled into the other soldiers, his blades cutting through anything they came into contact with, sending liquid silver flying in every direction.

He leaned back to avoid a stray blade, then cut it in half and leapt in the air, his foot knocking the offending soldier back as his second blade decapitated another nearby soldier. He landed in a crouch, plunging both blades straight into the stomach of one of his attackers. He yanked his arms out to the sides in an arc, cutting it in half and cutting through several more Scamlar soldiers that were attempting to flank him.

He cut another warrior in half straight up the middle with a sweeping uppercut, sending it falling away to either side, but another soldier took its place instantly, lunging at him and barreling into his stomach. Jerry slammed into the wall with a heavy thud, grunting in pain. The Scamlar tried to plunge a bade into his stomach, but Jerry's wristwatch moved into the way, slicing the blade into ribbons before it could touch his stomach. He thrust his arm out, decapitating the soldier cleanly.

Jerry ducked several more blows, whirling out of the way and leaping back down the hall, landing in a crouch and putting his blades up in front of him. He was panting hard and his back was aching. He wasn't as spry as he used to be. And the Scamlar soldiers looked unphased. Even those he'd already cut in half were now back together, watching him with cold, almost evil looking expressions on their faces.

Jerry rose to his feet as they rushed him all at once in a silver tidal wave, dozens of blades all rushing to skewer him all at once. Jerry stood his ground, like he'd always done. He would do anything to protect humanity... he would give anything. Millions of lives... or his own life... it didn't matter. The world had always come first, and it always would.

Jerry let out a howl and lunged toward the oncoming wave, his buzzsaws slicing into the wall even as the blades plunged into his body. He continued to slice, his buzzsaws cutting limbs and pieces off of the silver wave, ignoring the blades that continued to plunge deep into his body, piercing his stomach, back and chest. His blood dripped to the floor below him, but still he refused to stop, his blades cutting through the substances until his arms went numb.

His arms fell to his sides, his vision growing dark as the blades withdrew from his body, letting him fall to the ground like a wasted piece of meat. Jerry collapsed to the floor, staring at the ceiling. If anyone could save the world now... it was Sam, Alex, and Clover. The world would be saved... they would become the heroes who could bring true peace to the world...

And he could finally rest...


	23. A New Plan

Sam grunted as she tried to help climb the mountain ranges outside of Area 51, scaling up the sheer side to escape the onslaught of the Scamlar army. There was a small troupe of people behind them, following them since they didn't know anything else to do. They reached a high enough ledge to remain out of sight and collapsed onto it, Sam lying down while the others sat to rest. Sam knew Jerry wouldn't be following them... and chances were, neither would Stella, Carmen, or Gabby...

"So..." Alex panted. "What do we do now?"

"I've already contacted Brittany and warned her to keep away from this base." Arnold said as he sat down beside the girls. "We need to figure out a plan of counterattack." Sam turned her head to stare at him. The boy had changed immensely... his youthful, happy and nervous appearance had given way to something harder, colder, more calculating. She supposed it was only natural, he'd lost as much as any of them in all this.

"Counterattack? Nothing short of a nuclear missile could take these things out, and I'm not even sure of that." Clover said.

"If it'll take a nuke, we'll find a nuke." Arnold replied. Sam stared at him in surprise.

"Dropping a nuke would..." She began before he interrupted her.

"We're in the middle of nowhere right now. If we found a nuke and dropped it on all of them, it's the best chance we've got to vaporize them." Arnold said.

"And if people get in the way?" Clover asked.

"There's nothing we can do about that." Arnold replied.

"Jerry taught you well." Sam said tersely. Arnold looked down at her, then looked away as if ashamed. But he didn't withdraw his statement. "We don't have a nuke anyway... and we're not likely to find anything without some means of transportation, so that should be our top priority." Sam sat up and rubbed the back of her head. "Arnold, any ideas?"

"There are some jets in the hangar down there." Arnold jerked his head toward the base. "We could sneak in and-"

He was cut off when Lady Luna stood up right behind him. "Forget all of this! I'm going back home... the stars would never treat me the way you people have been treating me so far!"

"Calm down Luna." Clover stood up beside her. "Panicking won't help!"

"I'm not panicking, I'm putting my foot down! I'm going back home!" Lady Luna shouted.

"How? We don't have any space shuttles." Alex pointed out. Lady Luna opened her mouth, then fell silent.

"I wish I knew how my babies were doing... they must be so very thirsty by now..." Professor Zero sighed. Sam stared at him for a moment, remembering that his plants were inside the pyramid... which was also...

"That's it!" Sam exclaimed, drawing all eyes toward her. "We still have a powerful non-nuclear weapon, if we can just get to it."

"What are you talking about Sammie?" Clover asked. "You were hurt pretty bad, maybe you should lie down..."

"The anti-gravity generator Clover!" Sam explained. "The one that Jerry built into the pyramid for Professor Zero to use! It's still there, its just been disabled, and I'm betting YOU could re-enable it!" She jammed her finger into Arnold's chest.

"I... I suppose I could try." Arnold stammered in surprise.

"If we can get to the anti-grav generator and turn the beam toward the planet, we could send the entire army of Scamlar drifting into space! We'll never have to worry about them again!" Sam exclaimed.

"Sorry starshine." Lady Luna said. "If it's based on the same anti-gravity generator I was using, it's more like a bridge than a laser. Unless you can turn the entire pyramid I don't think it'll be possible to redirect the field like that."

"Or we take the generator OUT of the pyramid." Arnold added.

"Yes." Sam punched her fist into her other palm excitedly. "We surgically remove the generator from the pyramid. Arnold re-enables its systems, and Lady Luna is familiar enough with the controls to operate it efficiently. And we can find a helicopter or something to haul it into the air and aim it, there are plenty of those lying around that Scam doesn't have control of."

"Now we just have to worry about transportation again." Arnold said. "That pyramid is in Egypt, and we're about as far from there as we could possibly get."

"We'd better get to an airport then... but we're not dragging all these people with us." Sam gestured to the group of prisoners they freed from WOOHP's holding cells. Most of them looked like decent enough people, only a few had hideously insane and maniacal looks in their eyes. "The question is... what do we do with them? We can't just leave them..."

"We'll take care of them." Sam whirled when she heard a familiar voice behind her. Pam was standing further up the mountain, flanked by Crimson, Alice, Yuki, and Megan.

"You? You know what's going on?" Sam asked.

"We've been keeping track." Pam knelt down and winked. "Don't worry, we'll take good care of them all."

"Okay..." Sam nodded up at her and turned around. "Alex, Clover, Lady Luna and Arnold are coming with me. The rest of you can stay with Pam and her team, they'll take good care of you I'm sure of it."

Alex walked up behind Sam, putting her mouth close to her ear. "Sam... I have a bad feeling about this."

"Huh?" Sam looked back at her.

"It's too convenient, Pam showing up now knowing everything that's happening..." Alex whispered. Sam blinked. Of course she was right, there was no way Pam could know the entire situation without being told. And knowing the kind of capabilities the Scamlar had, she couldn't just trust anybody who showed up out of the blue. But what to do about them... and how to take advantage...

"Pam, could we talk in private?" Sam asked.

"Of course." Pam slid down the side of the mountain to join Sam as she walked away from the others, around a path that curved around the mountain. Sam stopped and took a deep breath, pulling her bloodstained shirt shirt off over her head, leaving her in a similarly bloodstained bra over her chest, which still had a visible scar from her wound. "What are you doing?"

"Hold this." Suddenly Sam threw the shirt at her. Pam's eyes went wide and she deftly moved out of the way as if it was a time bomb. Of course... the nanobots were still present in Sam's blood. Which meant her blood was as good as acid to Scamlar. Just as she thought.

"Why are you throwing things at me?" Pam asked, still trying to keep up her façade.

"Well, I thought you'd help me... I need comfort." Sam walked up to her slowly. Pam looked panicked, which was the strongest emotion she'd seen one of these things have. She knew what would happen if Sam hugged her with blood on her chest, but she was undoubtedly ordered to keep up the pretense, and running would give her away. She was trapped. "Please..." Sam grabbed her and hugged her close, pressing her chest against Pam's.

Pam let out a howl as the blood touched her, a small hole appearing in her chest as the nanobots attacked this unfamiliar inorganic invader. Sam let her go, watching her thrash against the side of the mountain as her substance slowly vanished. Soon she was little more than a slowly disappearing silver puddle at Sam's feet. A good weapon... but she didn't have enough blood in her whole body to take out an army. So infiltrating them would have to be enough for now. It was always good to have a backup plan.

Sam scooped her shirt up from the ground and walked past the silver to a small stream, using it to wash the blood off of her clothing. She thoroughly scrubbed her shirt and bra clean, letting the blood wash downstream. She wished she could mend the hole in her shirt to make the illusion complete, but she didn't have the time or materials. Now clean and fresh as she could get, she turned to walk back to the others. Everyone looked up when she approached.

"Where's Pam?" Crimson demanded.

"She needed to do something." Sam said coldly, meeting her gaze with a cold stare. Crimson didn't react, which made Sam a bit nervous, but she couldn't let that show. She was glad she was a fairly decent actor after being a spy for so long.

"You cleaned up..." Alex commented suspiciously.

"I didn't want blood all over myself." Sam replied coldly. "Why don't you girls go ahead with our plan, while I stay here and help keep an eye on the civilians?" She suggested. Clover walked up beside Alex, who was still staring at her suspiciously. Clover just stared at her, until Sam dared a quick wink. "You'll be in charge... won't you, Clover?"

"Of course..." Clover replied softly. "Of course, we'll do the best we can." Clover turned around. Alex looked over at her in surprise, then grabbed her and whispered harshly in her ear. Clover whispered back, then looked up again. "Lady Luna, Arnold, come with us. We'll go do everything we can to put an end to this." Clover turned to leave.

Alex eyed Sam suspiciously, but followed after Clover. Arnold didn't even look at her as he followed them, and Lady Luna just shrugged and went with the group silently, not really seeming to care about any of it. Sam watched them leave, then turned to Crimson, who was eyeing the prisoners with a stony silence. Sam watched her, then looked back at the prisoners.

"Well done, soldiers." The prisoners gasped as a small silver vehicle hovered up over the edge of the cliff, on which Tim Scam rode. Dozens of WOOHP Officers climbed up over the edge of the cliff after him, though Sam knew they were more likely Scamlar soldiers than WOOHP Officers. Scam stepped off the platform onto the cliff path, looking over at Sam with a wry smile. "Overriding your protocols a little aren't we? I didn't program you to replace Sam."

"She discovered the truth." Sam replied. "I acted to neutralize her and avert suspicion." She kept her face a cold mask, despite the cold fear that ran up her spine when Tim Scam walked up to her. If she was uncovered, she was dead. No amount of nanobots could protect her from this many soldiers.

"Well done... maybe I'll use your model as inspiration for future generations." He smiled smoothly and turned to face the prisoners. "As for you all... really, I don't care about you one way or another, but there are certain things you know that I have to keep quiet. So, kill them." Scam waved his hands carelessly and walked back toward his platform with the Scamlar WOOHP Officers following behind him. "Then return to base."

Sam's blood went cold. Kill them...? He wouldn't... but even as she watched Crimson, Alice, Yuki and Megan were approaching the civilians, their arms forming into silver blades. She couldn't stop them or she would expose herself, and they would quickly kill her. All she could do was watch as the Scamlar soldiers approached the frightened civilians.

Professor Zero lowered his head and closed his eyes as they approached. Sam looked away and clenched her eyes shut just before the screaming started. She heard people try to run, but their footsteps were cut off after a very short time amid strangled screams of fear and pain. She didn't open her eyes until the screams had given way to dead silence, and even then she could not look in the direction of the slaughter.

Alice, Crimson, Yuki and Megan were already making their way back toward Area 51, sliding down the cliff face as if it was nothing. Their bodies were spotted randomly with blood. Sam was shaking in horror, but thankfully it didn't look like they were smart enough to question her instead of following Scam's orders to the letter and return straight to base.

The sickening smell of blood was overpowering, only compounding the horror of what she knew had just happened. It was so quick and brutally efficient... she couldn't believe even Tim Scam would go that far. She quickly began to scale down the side of the mountain toward the base, partly because she had to return to base too, and partly to escape the horrible stench that threatened to make her throw up. And she never let herself look back.

She reached the base of the mountain, taking a few minutes to compose herself as much as possible. She had to look cold and robotic, relatively emotionless. It was extremely difficult, but she forced herself to strand up straight and hard, and walked onto the base, hurrying to catch up to the others. WOOHP Officer Scamlar were scurrying about the place with cold efficiency, operating machinery or disposing of the dead bodies of those killed in the attack.

As she walked, three things occurred to her. One, Tim Scam had known they were on the mountain probably the whole time... why did he let Clover and the others go on to attempt to stop his plans? Two, she didn't see her mother anywhere, nor did she see Stella or Carmen. They weren't among the bodies of the dead, and they weren't walking around the base. Could they have escaped somehow? Three... where were the REAL Pam, Alice, Crimson, Yuki, and Megan? Had they already been killed? Was that how Scam got his Scamlar to mimic them?

She followed the Scamlar versions of her old friends down into the base. She looked completely out of place as the only one not coated in blood, but they didn't notice, too busy following Scam's last order. They left the elevator to walk down the hallway. Sam split from the pack and walked down another hallway, still trying to look cold and emotionless in case anyone happened to see her.

She passed empty room after empty room, from living quarters to research laboratories. They were all empty, and almost all of them were spotted with blood. She passed many Scamlar in the halls though. They must have been patrolling for any stragglers they missed in the initial assault. To finish them off like those people on the mountain...

She shook her head clear, then stopped when she heard muffled voices from a nearby room. Sam slid along the wall up toward the solid steel door. She reached into her pocket to pull out a pair of red contact lenses. The M-Ray lenses fit snugly against her eyes, then activated, adjusting automatically to let her see through the steel door.

She saw her mother standing in the middle of the small bedroom, flanked by Scamlar WOOHP Officers with Tim Scam standing in front of her with a wry, wicked smile on his face. She slid up to the door and pulled out her Ultra-Sensitive Earring Microphone, placing the end against the door so she could hear the conversation inside.

"I don't believe you..." Gabby's voice was shuddering, her face contorted in pain. "Sam would never... she's too smart to be bested by you... she's so much smarter than I am..."

"It doesn't matter if you believe me." Scam grinned and stood up, approaching her. "You don't even remember me do you?" He asked. Gabby didn't respond, her eyes on the floor. Scam put a hand under her chin and raised her face to look at him. "You don't remember being my slave? If I recall you were quite a good one too..."

"Don't touch me..." Gabby demanded.

"Awww, are you going to be mad at me forever for a little thing like killing your daughter? She wasn't much of a person anyway." Scam smirked. Gabby closed her eyes, obviously trying to hold in the tears. Sam's blood was boiling, but she couldn't just break in and kick his ass... no matter how much she wanted to.

"You're a monster." Gabby told him sharply. "An evil monster..." Tim Scam just laughed and gripped her arm roughly, pulling her close.

"You WERE the most beautiful of the three you know..." He raised one hand and ran it over her head. Gabby tried to pull back, but the Scamlar soldiers on either side of her jammed their arms into her back, shoving her back up against him. "More beautiful than your daughter is... was..." He cackled.

"Get away from me." Gabby growled hatefully through tears of anger and sadness.

"I think I would like having a queen... perhaps you'd be worth sparing since your daughter is already gone." Scam grinned, pulling her closer still, so that they were face-to-face. "I'll need children too..."

"Get away from me!" Gabby slapped him across the face, but in a second the Scamlar soldiers were on top of her, beating her to the ground and holding her down roughly. She struggled vainly, but she didn't have a prayer of breaking loose. Scam knelt down in front of her, sliding one of his hands over her cheek. She tried to move away, but couldn't.

"You'll come around, I'm sure. Take her to her quarters." Scam ordered. The Scamlar saluted him and lifted Gabby off the floor easily, carrying her toward the door. Sam gasped and ducked out of the way, putting her gadgets away and turning to walk down the hall as if she hadn't seen anything. Her blood was boiling... that bastard wouldn't stop with killing everyone, he was going to take her mother by force. That was just going too damn far... and there was nothing Sam could do about it... or was there...?

She turned into an empty room, disappearing from sight. She waited for the Scamlar soldiers to pass, carrying her mother between them. When they were far enough away Sam left the room again and followed them, as if going about some established routine route. They wound through the base, heading for the Officer's quarters near the surface. They stopped and pushed Gabby into one of the rooms, then turned to leave.

Sam walked calmly down the hall to the door to try the knob. It was locked of course, but it was also steel. The put her M-Rays and Earring Microphones back into place to see her mother sitting on the floor, her head down with Carmen and Stella kneeling beside her.

"Are you okay, Gabby?" Stella asked worriedly. Gabby looked up, wiping her eyes with the back of her hand.

"H... he said..." Gabby gulped through her tears, trying to clear her throat. "He said... Sam... is..." She choked on her next words. "She's dead..." she broke down sobbing, burying her face in her hands.

"Oh my God... Gabby, I'm so sorry..." Carmen slipped her arms around her shoulders, hugging her tightly. Stella hugged her from the other side, stroking her hair with one hand.

"It's okay..." Stella said softly into her friend's ear. "We're here for you..." Gabby didn't look up from her hands, her shoulders shaking violently with the force of her sobs. Sam sniffled and raised one hand to the door on front of her, as if reaching out to touch her mother's shoulder. Tears were sliding down her cheeks. How could that bastard do this to someone who had nothing to do with his sick sense of revenge? Sam was the one he hated, not Gabby.

"I won't let you stay here mom..." Sam said softly. She wished she could comfort her, show her that she was okay. But that was too risky, someone could notice her acting strangely, or her mother could say something to give her away. She had to maintain her cover for now, and that meant hiding... even from her. But that didn't mean she would let her stay here.

Sam removed her M-Ray lenses and Earring Microphone, stuffing them into one of her myriad pockets before turning to walk into the hall again, walking down the center as if she owned the place. None of the Scamlar Officers gave her so much as a second look. She made it to a nearby janitor's closet and ducked inside when nobody was around, closing and locking the door behind her.

"I hope she's still around." Sam pulled out her X-Powder and began typing a furious message. She didn't have the luxury of sending a powerful voice message, but hopefully a data stream would be enough. She encoded her quick message and a small data packet into a tight beam and pressed transmit, waiting until the signal light faded before tucking her X-Powder into her pocket. If someone detected the transmission, she was doomed. But it was a risk she had to take... if she couldn't save her mother herself, she would ask someone else to do it...


	24. Rescue Mission

Brittany lay back on the mountaintop, staring up at the clouds floating serenely through the fiery orange sky. The sun was fading beyond the horizon, casting its inevitable glow across the landscape. Mandy lay beside her, her hands resting underneath her head. They had been there for several hours, waiting for further word from Jerry. Their last order had been simply to stand by and wait for further orders... but those orders didn't seem forthcoming.

"Maybe something happened." Mandy suggested idly. "Not that I mind being able to just... lie here. I mean, it's so peaceful for a change. Nobody hunting me, trying to kill me, no imminent threats I don't know are there. Just... peace and quiet..."

"Yeah." Brittany sighed contentedly.

The peace lasted only a few moments before Mandy shouted suddenly "I'm bored!"

Brittany chuckled and looked over at her. "What's wrong? Can't take the peace and quiet tranquility of nature?"

"Nature's overrated..." Mandy got up on all fours and crawled over to Brittany, sitting down beside her. Brittany stared up into her deep violet eyes as Mandy's hand brushed over her cheek. "You know, in the last few days I've felt like I never have before. Stronger... more complete." She said softly. Brittany smiled up at her, putting one hand over Mandy's on her cheek.

"Well, you're working for something more important than popularity now." Brittany told her. "You're capable of so much more than you ever gave yourself credit for. You CAN be a hero if you try, and you believe in yourself."

"And it's thanks to you I guess..." Mandy said softly. "I would've drowned when this all first started if you hadn't found me."

"I just saved your life... you did the rest." Brittany put a hand on the back of Mandy's head and pulled her down to kiss her lightly on the lips. Mandy kissed back contentedly, lying down on the ground with her torso propped up against Brittany's. They held the kiss for a long time, neither moving to carry it any farther, they were happy simply to spend a little time together, because God knew when they would be thrust into some life-threatening situation again.

As if on cue to her internal monologue, Brittany's X-Powder began to beep. Both girls sighed in resignation as Brittany pulled the device out of her pocket. Mandy rested her cheek against Brittany's as she flipped it open. They both quirked their eyebrows when they saw little more than a flashing symbol on the face of the X-Powder.

"What is that?" Mandy asked.

"It's a data packet." Brittany replied, her thumb moving across the face of the X-Powder to open it. "It arrived on a tight beam transmission..." She got it open and a small flood of contents seemed to wash across the screen. A small message with the word 'rescue' rested in the lower left corner of the screen. In the middle was a large blueprint, with the words 'AREA 51 BLUEPRINT' across the top. The blueprint was intricately detailed, and there was a flashing red dot over one of the rooms not very deep inside the base. Across the right side of the screen were pictures of three women who Brittany recognized only vaguely...

"Hey, those are Sam, Alex, and Clover's parents." Mandy realized.

"This doesn't make sense, why would we have to rescue them from Area 51? That's a WOOHP base." Brittany said softly.

"Maybe someone took the base... they did warn us not to go there didn't they?" Mandy pointed out. Brittany looked up at her, then nodded and closed her X-Powder.

"Right... we should go try to rescue them." Brittany stood up, shoving her X-Powder into her pocket. "Someone's asking us to help rescue them... we can't let them down."

"Hold on." Mandy put a hand on her shoulder. "What if it's a trap? If they took over one of the WOOHP bases they might be able to call us. They could just be baiting us." Brittany thought about it for a few minutes, then shook her head.

"If they are waiting for us, we'll just have to be extra careful not to get caught. Come on, we're not too far from there." She turned to walk toward the base, with Mandy walking along right beside her. Their hands clasped between them as they walked, letting go only temporarily to scale across particularly harsh vertical sections of the mountain. Soon they climbed their way up a cliff side, and stood looking down at a rather small-looking, inconspicuous facility.

"Oh my God..." Mandy paled and covered her mouth with both hands, looking to the side. Brittany looked, growling when she saw a mass of red dotting the side of the mountain, coating what looked vaguely like they once might have been human bodies. "I've never seen anything like that..." Mandy gurgled and turned away, falling to her knees and heaving.

"Rest up, I'll do some recon." Brittany told her. She slid down the side of the mountain carefully, crouching down on a nearby ledge. She pulled out a pair of Telescopic Optic Sunglasses, slipping them on and zooming in on the base. A swarm of officers was patrolling the area, walking to and fro in conspicuously tight patterns. Their feet treaded over the same spaces so precisely that their footprints were beginning to show clearly in the dirt.

She heard Mandy slide down the mountainside into a crouch beside her. "Feeling better?" Brittany asked.

"No..." Mandy grunted. "What've we got to deal with?"

"I'm not a hundred percent sure, but those look like either Scamlar guards, or the best trained officers I've ever seen." Brittany scanned the base, studying the guards' patterns for several minutes.

"So how do we get in? Can we break through a wall or climb in a window?" Mandy asked.

"Too risky, could be Scamlar patrolling the halls. Better to remain out of sight... come on, let's head down." Brittany removed her sunglasses, stored them in a pocket, and slid down the rest of the mountain. Mandy slid down behind her more slowly. When they both reached the ground Brittany looked back at her friend and lover to see that she was still quite pale and shaking somewhat, but her eyes were fiery and determined.

"What next?" Mandy asked.

"We be very, very quiet." Brittany reached into her pocket and pulled out a tube of bubble-blowing liquid. Mandy blinked in confusion, then frowned.

"You're joking, right?" Mandy asked.

"Bubble Blaster Invisibility Shield." Brittany told her. "As long as we're wrapped in the bubble, no electronic surveillance devices can see us. Including the Scamlar."

"But what about people?" Mandy asked.

"Scam has been surrounding himself with Scamlar, he's probably the only flesh-and-blood human here, if he's here at all. As long as we avoid him, and don't make too much noise, we should be fine." Brittany dabbed the small wand into the liquid and held it up. "Are you ready?"

"I guess so... ick..." Mandy grunted in disgust, but allowed Brittany to wrap her up in a large bubble. Brittany did the same to herself, tucked the bubble fluid safely away, and gestured for Mandy to follow her.

"Follow my steps exactly, we have to be careful not to make noise OR touch them. Ready?" Brittany asked. Mandy nodded, so Brittany huddled down to wait as a nearby soldier walked toward them. Two more soldiers walked past behind him, and Brittany darted forward between the first guard and the wall, turning immediately to the left to avoid another guard as he came out of a nearby room. She ran through the middle of the courtyard, weaving through the swarm of guards like a snake moving through blades of grass. Eventually she reached the other side and hit the door to the largest bunker in the base, turning to see how Mandy was faring.

Mandy was slowly moving through the guards, carefully not to let her bubble touch any of them and occasionally making a clumsy dash through holes in the swarm. Several minutes later she emerged from them and hit the door beside Brittany, panting. "I told you to stay behind me." Brittany whispered harshly.

"Kiss my ass." Mandy hissed back. Brittany smirked and pushed the door open, slipping carefully inside. She waited for Mandy to join her, then pushed the door closed again and walked down the dusty, unkempt cover for the highly technological sections she knew lay underneath the ground. They approached the elevator, but stopped when it opened right in front of them, several WOOHP agents standing inside.

Brittany and Mandy dodged in separate directions before they began to leave the elevator, brushing right past them without even a glance in their direction. Brittany swore she saw Sam among the throng of women, but it was only a glimpse, and she didn't want to press her luck through further examination. So she slipped onto the elevator before it could close, beckoning for Mandy to follow her. When the doors closed she whipped out her X-Powder.

"The blueprints say our captives are on the third floor." Brittany said. So she pushed the '3' button, and sat back to wait.

"You know, this spy stuff is actually pretty easy." Mandy said.

"We're not through yet, so don't get cocky. Anything could go wrong at any time." Brittany warned her seriously. Mandy's cocky expression faded as she returned the nod, falling back into a serious, professional demeanor. In a few more moments the elevator doors opened and they crept into the hall, stepping lightly to avoid making too much noise in the empty metal corridor.

They flattened themselves against the wall whenever soldiers approached, passing uncomfortably close to the bubbles, but thankfully none of them came into contact with them. Brittany used the blueprints on her X-Powder as a guide until finally they reached the indicated door. Pressing her ear against the door, she could hear three female voices talking in tense, hushed tones, as if afraid they would be punished for their words, though she couldn't tell what they were saying.

"Electronic lock..." Brittany noted irritably. "Fine, I'll have to do it the hard way. Mandy, watch the halls and warn me if anyone's coming." She reached into her pocket and pulled out a beautiful ring with a large jewel on the top. It began to whir and spin on top of her finger.

"Right." Mandy moved out into the hall to keep an eye out while Brittany popped her own bubble and plunged the Boring Amethyst Charm into the steel door. Sparks flew from the steel door as she slowly moved the ring around in a circle large enough to crawl through, a horrendous metallic screech giving away their presence if anyone happened to be in range. Thankfully, the base was full of machines who probably didn't suffer from the human instinct of 'curiosity', and wouldn't think to investigate unless ordered to do so.

She finished drilling the hole and pushed the circular steel slab into the room with a loud clang before crawling through herself, standing to face three frightened looking women, the same ones from the pictures in her X-Powder.

"Don't be scared, I'm here to rescue you." Brittany told them quickly in a hushed tone.

"Who are... wait... you're Clover's friend." Stella stepped forward and took her hand gratefully. "I remember you from lunch. Thank you so much, I don't want to think what that snake would do to us if we stayed here another second."

"Don't thank me yet, we still have to get out." Brittany reached into her pocket and pulled out her bubble fluid again. "We're gonna have to get out of here, then use this stuff to keep out of sight. Once we're in the hall and in our bubbles, just stay quiet and follow me."

"But wait, how did you find us here?" Carmen asked.

"We don't have time for that. Now hurry, someone could be along any second." Brittany pointed to the small hole in the door. Finally the woman complied, moving to crawl out the door. The one with the brown here looked numb, mindlessly doing whatever the others indicated that she should do. Brittany didn't have time to play therapist though, crawling out after them and quickly enshrouding them all in bubbles.

"Follow me." Brittany whispered, walking down the hall with the line of women following close behind her. They flattened against the wall several times to avoid Scamlar soldiers, and suddenly red lights began to flash throughout the entire base, as a siren began to blare.

"They must know they're gone." Mandy realized.

"Don't worry, they still can't see us. It doesn't matter if they're looking for us or not." Brittany told them. They continued down the hall quickly, dodging the occasional running Scamlar officer. Suddenly they all flattened against the wall, but one knuckle clipped the edge of Carmen's bubble, popping it on contact. Brittany, Mandy, Gabby, and Stella stared at her in shock as Carmen started shaking. The Scamlar Soldier didn't notice, already past her.

"Uh... uh..." Carmen stumbled.

"Relax, I got ya covered." Brittany popped her bubble with one finger and ran over to enshroud the older woman in another bubble as quickly as possible. She was about to enshroud herself again when she heard a shout from further down the hall.

"Freeze!" One of the Scamlar ordered coldly. Brittany didn't turn around, staring straight ahead with her back straight. If she enshrouded herself now, they would know they there could be more hidden in the bubbles. More thorough searches... better chance of them getting caught.

"Mandy." Brittany whispered softly. "Get the women out of here, I'll distract them."

"What? Brittany I... I can't..." Mandy started shaking worriedly.

"Yes you can. You're as strong as you think you are... and from what I know of you, that's pretty damn strong." Brittany glanced at her out of the corner of her eye as she slowly raised her hands over her head. She heard footsteps approaching behind her as the Scamlar approached. "You know the way out, get them out. I'll meet you outside, I promise."

"You'd better..." Mandy said softly. She gestured for the older women to follow her as she turned down another hallway. They followed her, disappearing beyond the corner as the Scamlar walked right up behind Brittany. Suddenly the spy lurched forward, rolling vertically and popping up again in a crouch, facing the soldier. She was taken aback when she saw the entire hallway full of soldiers.

"We've already been through this once." The Scamlar in front told her. "It didn't end well for him either."

"I'm the best there is, I can take you all." Brittany stood up, punctuating her bluff by stroking an impressive looking fighting pose. The machines weren't very impressed, but it did psyche her up for one of the most insane things she'd ever done in her life.

Every single one of the Scamlar raised their arms, which turned into shining silver blades at least two feet long. Brittany let out a howl and rushed forward, pumping her legs as hard as she could. The Scamlar surged toward her, their blades poised at the ready to plunge straight into her body. Brittany moved as close as possible, within three feet...

Suddenly she leapt to the side, flying over the heads of the first wave of Scamlar as her boots touched the wall. The Magno Gogo Boots flared to life and she ran along the wall, straight over the heads of her attackers. It took them only a moment to reorient however, their blades plunging through the air straight toward her. She leapt from the wall across the hallway, landing on the opposite wall and throwing herself over the last of the Scamlar.

She kicked open a nearby door in the middle of her roll, leaping backward into the air to stick to the wall above the door. She found herself in a small control room. Against one wall was a large window looking out over an enormous steel room with vehicles of various kinds in it. The Scamlar began to pour in through the door, so she hurled herself at the window feet first, covering her face with her arms.

She broke through easily, falling into the large hangar bay amid a shower of glass. She threw her legs back quickly, the boots sticking to the solid steel wall and breaking her fall. Her suit was torn apart from the glass, and droplet of blood were falling toward the floor far below, but she didn't feel any serious injuries.

She looked back, then shrieked and quickly stepped to the side as one of the soldiers fell past her, slamming into the ground as a puddle of silver liquid, that quickly reformed into the officer. They couldn't climb on walls... but they could still try to take her down. Brittany ran along the wall as fast as she could, her heart pounding with a hailstorm of Scamlar bodies falling all around her.

She weaved around them as best she could, but finally one of them slammed straight into her, knocking her off the wall and wrapping its arms around her tightly. Brittany struggled to get free, but it was like trying to fight a crane. They slammed into the ground with the officer vaporizing into a puddle of liquid silver. Brittany grunted when she struck the ground, her blow only slightly cushioned by the officer underneath her.

She tried to push herself up shakily, but instantly dozens of Scamlar were on top of her, gripping every inch of her arms and legs to keep from moving. Brittany strained against them, but couldn't even begin to move her arms, let alone break free.

"You again." Scam shook his head as he approached from behind one of the vehicles. Brittany growled, narrowing her eyes and staring at him. "You know, you've been pretty annoying. Disrupting my boat, revealing my spy, stopping the conflict in Japan from escalating. I'd almost think you weren't working for a megalomaniac." He laughed.

"You're the only maniac I know of, bub." Brittany growled.

"Enough small talk... where are the women?" Scam asked. "I have plans for them... and it would really be a shame if I couldn't go through with them after so much preparation."

"I'll cry when I care." Brittany shot back acidly.

Tim Scam frowned and grabbed her throat with one hand, his grip squeezing her windpipe. "Where are they, Brittany? They're the final piece to my revenge against Alex and Clover." Brittany couldn't respond of course until Scam loosened his grip, but his hand remained on her throat. She gulped in air for a few moments before responding.

"I thought the world was your target..." Brittany grunted, more to stall for time than because she cared.

"It was." Scam replied. "But now that I have that... I have other matters to attend to too. Like my revenge, now where are they!?"

"Gone." Brittany replied. "You don't have the world... the people are still rioting, and the WOOHP officers are still fighting. The world is in chaos."

"It's only a matter of hours now before I ride in on my white horse and save the people from the evil WOOHP organization." Scam said with a grin. "And the irony is, WOOHP really IS the evil organization here. I don't even have to pretend that part."

"What are you talking about?" Brittany demanded.

"Oh, you never heard? You haven't figured it out?" Scam smirked. "The flood that almost wiped out humanity was orchestrated by Jerry."

"Are you insane? I'll never believe that..." Brittany growled hatefully.

"Why should I make this up? It's not like it matters now. Jerry is dead, WOOHP is in disarray, and as soon as I ride in to save the people, the world will willingly crown me their capable and caring leader. Really, I could never have asked for better... I'll have to thank Jerry once I see him in fifty years or so from my grave."

"No... Jerry..." Brittany stammered.

"Betrayed you and the rest of the world... only to be felled by the sword of my righteousness..." Scam laughed, then sighed. "But now it looks like my white clouds have a black lining... my revenge just won't be complete without those women to help me accomplish it. It was such a perfect revenge plan too, I just don't know how I can top it... I guess a comrade-in-arms will have to do."

"I'll never help you." Brittany growled hatefully, with a fury more intense than any she'd ever known in her life.

"Oh I know that's the heroic thing to say... and I guess the most villainous thing I could say is..." Scam grinned evilly. "You have no choice. Preparations are complete, take her to the experiment room." Brittany struggled in vain as the Scamlar pulled her toward the exit, toward a fate she couldn't begin to guess. For some reason, she just wished she could keep her promise to Mandy...


	25. Dark Dawn

The dark moonlit night normally brought either rest or joyous celebration. But Alex didn't feel much like either, lying on the hood of the car they'd found working and staring at the sky with her hands behind her head. Clover and Arnold were asleep in the back and front seat of the car respectively, and she wasn't sure where Lady Luna had gone off to. She just said she had to take care of something and would be right back.

Alex sighed, sitting up and pressing her palms together in front of her, staring at the same star she'd been staring at since night fell. "Starlight, starbright. I wish I may I wish I might, make a wish on the first star I see tonight..." She stared at the star intently as she made her wish... for the fifth time that night. She knew it was probably futile, but one never knew. A few extra wishes couldn't hurt.

"You're gonna talk the star's ear off moonbeam." Lady Luna chuckled as she approached the hood of the car from the small bushes beside the street. Alex scooted over so she could sit on the end near the bumper, pulling her legs up and wrapping her arms around her knees. "They'll answer in their own time, just don't put pressure on them."

"Right, sorry." Alex replied. "I think I'm starting to see why you love the stars so much."

"Oh?"

"Yeah, look at them, they just... sit there." Alex gestured to the stars, as if sweeping them out of the way. "That one never pulls a gun and shoots that one. And the sun never reaches out and kills 'em all. They just sit... in perfect peace and harmony. Not a care in the universe."

"Mmm... yes, they're very peaceful." Lady Luna nodded, turning to look at the stars again. "I wish I had my star charts with me, maybe I could see how all of this chaos will turn out. But I'm flying as blind as the rest of you here..." She sighed and shook her head. "The stars have been my guide for so long... I feel kind of lost without them."

"They're still there." Alex said.

"But I don't know what they're saying without my charts." Lady Luna replied.

"Just lay down and listen." Alex suggested. Lady Luna stared at her a moment, then looked up and let her back fall onto the hood beside Alex, her arms falling to the sides to sprawl across the hood. They both just stared at the silently shining stars. They didn't hear anything... or even feel anything mystical as one might expect from a Disney movie.

"I haven't just watched them in a very long time." Lady Luna said.

"I love watching the stars. And the ocean... two of my favorite things." Alex giggled. "I used to sneak into Clover's room because her room had the balcony that overlooked the ocean. I would sneak in at five in the morning and wait for the sun to come up... it was like watching the world set on fire. Of course, that was before all of this started..."

"That does sound nice." Lady Luna replied companionably. They watched as a group of clouds began to roll in, slowly blocking out the stars one-by-one. "It looks like it's going to rain soon."

"Yeah. I think it's getting late too, so we should probably get some sleep. We still have a bit of a trip before we get to the next military base." Alex said.

"True, but I have a feeling this one will be our lucky one. There will be something that works there." Lady Luna nodded.

"What tells you that?"

"The stars, sunshine." Lady Luna stood up and looked up at the sky with her hands on her hips.

Alex smiled and giggled. "Then I guess it must be true." Alex slid off the hood of the car and walked to the backseat, climbing in beside Clover and curling up on one of the seats to sleep through the night. She slept well enough, and in the morning they set off for another in a long line of military bases in search of a working jet, or even a helicopter. Anything that could get them across the ocean and bring back the anti-gravity generator.

The morning was chill and dull gray, since the clouds had grown thicker as they slept. As if any cheerfulness the morning usually brought was being sucked out of the sky. Clover was driving, with Alex sitting beside her. Lady Luna and Arnold were in the back seat. "Do you think Sam's okay?" Alex asked.

"Of course she is. She's the best spy I know. She could fool her own mother into thinking she's the queen of England." Clover insisted. Alex let out a laugh at that, one of the first real laughs she'd enjoyed in a long time. They lapsed into pointless companionable chatter until they reached the base, plowed straight through the fence, and drove out onto the airfield where the helicopters and jets were waiting.

They screeched to a stop and Clover climbed out of the car, not bothering with the keys since it wasn't their car anyway. "So, who's feeling lucky today and wants to pick our first disappointment?" She asked. Alex glanced at Lady Luna, who was looking through the selection of vehicles with piercing eyes.

"That one." Lady Luna pointed to a nearby helicopter. It didn't look different from any of the other, bearing the paint job of any other helicopter in the military, though it did have a pair of jet engines attached to its skis. The doors looked like they were tightly closed however, perhaps tightly enough to provide it some protection from the flood.

"Good as any." Clover approached it and pulled the door open, stepping inside. Alex, Lady Luna and Arnold approached to wait outside, watching the vehicle expectantly. In a few moments, the blades whirred to life, causing Alex's heart to soar with delight.

"It worked!" Alex screeched. "Now we can put an end to all of this!"

"Welp, all aboard that's coming aboard!" Clover shouted from the Cockpit. Arnold climbed into the back first, as Alex and Lady Luna moved to join him. Alex looked at the older woman and smiled.

"The stars were right." Alex said. "And you didn't even need a chart to know what they were saying."

"Of course. Was there ever any doubt?" Lady Luna asked.

"Not even a little bit." Alex smiled and climbed into the helicopter. Lady Luna smiled back and followed, closing the door behind her. They were on their way... once they reached Egypt, they could carve off the top of the pyramid with their gadgets, and airlifts the gravity generator out. Then they could put an end to Tim Scam and his evil robots one way or another.  
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Mandy leaned against one of the craggy rock cropping that overlooked Area 51, watching the officers resume their normal patrol routes. She hadn't seen any sign of Brittany in the last several hours she'd been waiting... the sun was on the verge of rising, though it wouldn't help much with the thick, dark storm clouds massing overhead.

Carmen and Stella were talking in hushed tones behind her about their daughters, Alex and Clover. Mandy found herself aching to see her mother again as she listened to them... such excited, gentle tones. They wanted to see them again, to find out what happened to them. But Mandy noticed Gabby sitting off to the side, leaning against the rock with tear-streaked cheeks.

Mandy pushed away from the rock and knelt down in front of her. "You doing okay?" She asked clumsily. She was used to being a leader... but not under these kinds of conditions. She led trends and posses, not ex-prisoners of war. She didn't know how to act around them.

"I'll be okay I suppose..." Gabby replied softly. "I was just thinking about Sam..." She reached up and wiped a few tears from her eyes. "You knew her, didn't you? I think I recognize you."

"Knew her...?" Mandy asked.

"Yes..." Gabby wiped her eyes. "She was... she was killed... that's what HE said..." She spat, as if refusing even to say his name. Mandy stared in shock, taking this in. She'd never particularly liked Sam... they'd never interacted as friends, and they'd even competed on several occasions. Still, seeing Gabby like this made her heart ache... it was like watching her mother cry...

"She was a good girl..." Gabby continued. "She was always... always curious about things as a child. My husband said she should write a Big Book of Questions, because she asked them all, and made you answer." She chuckled through her tears and shook her head. "And she was always willing to do the right thing..."

"I guess she was..." Mandy looked down at the ground as she spoke, moving some rocks around aimlessly with one finger. "She never complained when she lost a competition... she was never mean or really threatening. And I've never seen her leave her friends, no matter what they did to her." Mandy shook her head. "You must've been proud."

"I was..." Gabby nodded, looking away from her as a sob caught in her throat, rendering her unable to speak.

"I guess I should admit, I've never gotten along with her." Mandy confessed. "She seemed nice, but she always hung out with Clover... the little spotlight stealing power hungry attention whore." Mandy smirked. Gabby chuckled lightly. "But I always admired her, in a way. She could put up with Clover of all people, and still wear a smile every day."

"Well, she would wear a smile any time a friend was around... and she made friends so easily." Gabby told her.

"I'm sure I would've been great friends with her if it wasn't for Clover." Mandy told her.

"I'm sure you would have... you seem like a wonderful person." Gabby told her. Mandy stared at her for a moment, then her gaze shifted to the ground. She realized how much she'd changed since this began... she never would've cared about someone else sobbing before. Boohoo, everyone has problems. But now, her heart ached for her pain... she sympathized with her more than she ever thought possible. She was sure it was all thanks to Brittany...

"It doesn't look like Brittany's coming..." Mandy said softly, as though saying it too loudly would make it true.

"We can wait a while longer." Gabby said.

"No... it's pointless." Mandy stood up. "There's a settlement near here... I can take you three there. I can come back afterward and wait for her." She looked over at Stella and Carmen, who had looked in her direction upon hearing her voice. "Come on, I'll lead you someplace you can be safe and rest. The longer we stay here the more we run the risk of Scam sending out patrols and finding us."

"Great, I could use a nice bath." Carmen stretched her arms out stiffly. "And maybe we'll find Alex and Clover there."

"Maybe..." Mandy said softly. She turned to walk away from the base, with the three women trailing close behind her. Honestly, she felt pretty numb. Brittany was probably gone... her mind knew it but she refused to let her heart believe it. Brittany had been her anchor in this new life... the rope that kept her from plunging into the dark abyss of despair that threatened to draw her in every second of every day. Without her... Mandy wasn't sure she could fight that abyss.  
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A scream... a horrible, unstoppable bloodcurdling scream that made the hairs stand on the back of her neck. Sam was eternally grateful that her mother had been saved... she'd heard Scam say that Carmen, Stella and Gabby had escaped from the base... but at what cost? Had Sam made a mistake, beckoning Brittany here to help her? What had Sam cost her...?

She could only watch and listen from her position peeking around the door to Tim Scam's experiment room, watching as the tubes that fed into Brittany's flesh pumped her full of glistening silver liquid. Brittany's screams drowned out the beeping of the life support machines behind her, forcing life into her body, forcing her to endure all the pain. Scam watched the process with a victorious smile on his face.

Brittany wore no clothes, the flesh of her body seeming to writhe in convulsing waves. Occasionally her skin tore open, blood dripping down her body to fall from her toes to the steel floor underneath her suspended body. Tears of agony flowed down her cheeks, mixing with the blood in strange pools of light pink color.

"Absolute genius." Scam said to himself in satisfaction, observing his handiwork with a critical eye. "The bonding process is working perfectly... soon your brain will be able to control the Scamlar... and the Scamlar will control your brain." He approached the girl, ignoring her renewed screams as more silver flowed through the tubes into her body.

"Please... stop... it..." Brittany begged. "I'll... do anything... please..." Her teeth were clenched tightly, her eyes red and watering, her head hung low in despair and pain. "Anything..."

"You will help me... by hunting Alex and Clover down, and making them suffer." Scam told her. "It may be too late to make Sam suffer... but her two friends will have to be enough. And being killed by you... the ultimate weapon, made from the body of one of their comrades... it's a beautiful idea. Not as good as using their mothers... but as good as I can manage now."

Brittany howled in pain as one of the tubes pulled out of her back, moving up to plunge straight into the back of her neck like a drill. She screamed until she ran out of breath, the silver liquid funneling into the back of her throat. The flesh of her neck writhed like the rest, moving up into her head. Brittany shook her head furiously, but it was a futile effort at rebellion.

The tears that flowed down her cheeks changed, the tears replaced by drops of blood as the Scamlar invaded her very brain, the lump on her head vanishing. Brittany howled again, letting out one last struggle before her body went limp, tears of blood dropping to the floor beneath her. Sam was shaking in horror at the scene... she'd never known Tim Scam was this far gone. She knew he was petty and evil... but this... this was something beyond any evil she'd ever known.

"It's working." Scam said delightedly. "The Scamlar is taking control... using your mind to fuel its own powers. It was always to limited to preprogrammed shapes and what it took from DNA sequences. But now it can use your brain, your imagination to assume any shape you can imagine. The pinnacle of science... the ultimate weapon, one those WOOHP fools never would've understood."

Brittany's eyes opened slowly, looking lifelessly at Tim Scam. She was still strapped to the machines behind her, hanging from them. Scam laughed and reached up to stroke her head. "You ready to find them, Brittany? And make them suffer for standing in my way all those times?"

Sam backed away from the room, barely able to contain her revulsion, and the urge to throw up. That... thing... was Brittany. He'd actually gone so far as to turn a human into one of his mindless machines. He was completely insane... worse than any villain she'd ever known. She turned to run away, cursing herself for the tears that flowed down her cheeks. She couldn't keep up the act anymore, she had to get away and warn her friends.

"I'm so sorry Brittany..." Sam said as she ran. Thankfully the halls were fairly empty, since Scam was secure in the notion that he'd cleared the building of intruders. And those few that did see her didn't do anything, still convinced she was a Scamlar drone. Sam broke out of the building and kept running into the dark dawn.

"It's my fault... I'm so sorry..."


	26. Broken Dreams in the Wind

The moon was high on the sky on the opposite end of the world, shining down on the great ancient pyramids that had made the country famous the world over. Such unique, wonderful sculptures created with the most primitive techniques and tools one could imagine, greater in scale and scope than anything any other humans would create for centuries to come. They were truly wondrous pieces of history, and a magical sight to behold...

Especially as the thick green laser sliced through the upper third of the pyramid, cutting an even line clear around it. Clover flew the helicopter around the pyramid, while Alex used her Compact Parasol Laser Source to cut slowly through the rock, careful not to linger too long lest she cut too far in. Lady Luna floated just beyond the cone with her solar powered jetpack, thanks to a newly installed backup battery, watching to make sure she didn't cut too deeply.

In a moment Lady Luna flashed them a grin and a quick hand signal, causing Alex to turn off the parasol. Clover turned the flight stick toward the pyramid as Lady Luna backed away from it. She signaled to Clover like she was landing a plane, directing her as she tried to lower the large crane they'd attached to the helicopter down onto the top of the pyramid. Alex sat down in the seat beside her, grabbing a headset and pulling it on.

"How you doing in there Arnold?" Alex asked.

"I'm working on it, this is delicate work. I'm trying to rewire a complicated one-of-a-kind anti-gravity system to respond to controls it wasn't designed to respond to, and give it a backup power supply it wasn't designed to accept. Give me a break here." Arnold snapped.

"Two minutes then?" Alex asked cheerily.

"Two days if we're lucky." Arnold replied.

"Well we're ready now." Alex said as Clover moved away from the pyramid with the top clutched in the copter's claw. She pulled the release lever, letting the triangle plummet to the sand far below with a horrendous crash. "And time wasted is lives lost."

"This isn't a negotiation, I can't possibly speed this process up. It's like trying to power a car with a AA battery." Arnold complained.

Clover grabbed Alex's headset from her head to speak into the microphone. "Fine, forget it. We'll haul it out and do it ourselves. I'm going in for the anti-grav device ready or not." Clover dropped the helmet and moved the helicopter back toward the pyramid, inside which they could see the technological machine shining in the bright desert moonlight. Lady Luna floated beyond the pyramid again, signaling them onward.

"Wait! You could damage it beyond repair!" Arnold insisted through the communicator.

"We can't afford to wait two days Arnold, Sam is in danger, and I'm not going to leave her there a second longer than I have to." Clover retorted. "We have to hurry."

"I think I know the perfect power source." Lady Luna said through her Earring Communicator. "There's no greater power than the sun. I can hook my jetpack into it to use solar energy."

"Did you not see the clouds on the other hemisphere?" Arnold demanded. "There will be no solar power there. Not to mention by the time we get back it'll almost be nighttime there."

"We stay above the clouds and do what we can." Lady Luna replied. "It's a lot better than hanging around here and waiting for you to finish tinkering with your rod." Lady Luna said sarcastically. Clover thought about it, and decided that she was right. If they could use the anti-grav generator, even temporarily, it could make all the difference in the world.

"Let's do it Luna. I'll pick up the generator, you make the modifications." Clover said.

"I knew you'd see it my way Starshine." Luna replied. Clover took the helicopter over the pyramid, taking the crane controls.

"Clover, I really don't think-" Arnold began.

"Nobody's interested in what you think Arnold. Sit back and let the experts handle this." Clover dropped the crane slowly, following Lady Luna's directions outside until she felt the slight jar of the crane making contact. Lady Luna made a few quick hand signals, and Clover closed the crane tightly, taking the helicopter higher into the sky.

The thick steel cable pulled taught, creaking under the strain, but soon the anti-gravity generator was pulled from its confines. The wires that hooked it to the panels inside snapped off as the helicopter rose, hauling the massive piece of machinery with it. Lady Luna hovered onto the machine and landed on her feet, her jetpack cutting off so she could remove it and begin wiring it into the machine. She sat down and wrapped her legs around it for balance while she worked.

"Let's get going then." Clover said.

"You can't leave me here, Clover!" Arnold shouted. He ran out of the pyramid, waving his arms up at them like an ant furiously waving its antennas. "Come get me!"

"Sorry Arnold, we can't land while we're hauling the generator, it'll get all sandy." Clover reached into the back of the helicopter and pulled out a small packet of Compressed Water Capsules, tossing them out the door. Arnold watched it fall with despair growing in his eyes. "Those will keep you hydrated while you look for civilization. In the meantime, we have a world to save." Clover turned away from the pyramid, flying our across the desert while Lady Luna tinkered with the generator.

"Clover! Cloooovvveeeeerrrr!" Arnold screamed angrily until they moved out of range of his Earring Communicator. They were on their way to get rid of Tim Scam and his sick army once and for all, all they needed was a little luck, and a little time. Thankfully, the helicopter they'd nabbed turned out to be one of the prototypes WOOHP had been helping the military build. Twin jets built into the skids gave it a massive speed boost, sending it barreling over the ocean faster than most jetliners could move.

Soon they left the ocean behind, moving rapidly over the American continent. Most of it was abandoned, with its people living in small pockets of civilization scattered around the land mass. Just like the rest of the world really, there wasn't a whole lot of 'civilization' left. Clover looked down as they passed over Beverly Hills. For just a moment she saw their old house, sitting in the middle of a field of sopping wet furniture and debris.

In a moment Clover's X-Powder began to beep, so she reached into her pocket and pulled it out, flipping it open in front of her. Sam's desperate and tear-streaked face illuminated the screen. "Sam? What's wrong?"

"We have big problems, Clover..." Sam replied shakily. "Is the plan coming along?"

"We have the anti-grav generator, but Lady Luna's still trying to hook up the power source." Clover told her. "Seriously Sam, what-"

"Get it working." Sam interrupted her. "We need to be ready the minute Scam decides to make his move... we need to put an end to this now. He'll probably strike one of the villages around Area 51. Contact me if you see anything. I'll keep in touch." And just like that Sam's face vanished. Clover stared at the screen in confusion. She looked almost like she was in a panic... but what could possibly panic the calmest, most levelheaded person she knew...?

* * *

The sun was still hidden behind the clouds, and a light drizzle had begun to fall as Mandy, Carmen, Stella and Gabby made it over the last hill to the human settlement. It was a small place that resembled a Native American village, with people of every kind working to provide for themselves and their neighbors. There were still scuffles between them and Scamlar disguised as WOOHP Officers, so that Scam could sweep in, destroy 'WOOHP', and let the village declare him their undeniable hero.

It hadn't been long since Mandy had left the hotel back in Japan. A day, maybe two... but she felt completely different somehow. She didn't let herself think about it though. She beckoned to the older women and walked down into the village with them following. She took out her X-Powder and quickly changed into a set of less conspicuous clothing before they reached the village itself.

People turned to look at them with suspicious glances, obviously paranoid from the regular attacks by 'WOOHP Officers'. But none of them moved to stop them as they made their way further into the small settlement, looking around for any place they could stay. Mandy was more interested in getting back to Area 51 and finding Brittany, but she wouldn't just abandon the women now.

A man approached them with a wary look in eyes. "I've never seen you around here before." He told them gruffly.

"That makes sense, we've never been here before." Mandy replied simply. "I'm Mandy Myers, these are my friends Stella, Gabby, and Carmen." The women smiled and waved as each of their names was spoken. "They need a place to stay, and I thought this looked like a nice place." Thankfully Mandy was well versed in the art of deception, because the place looked like complete crap. The man didn't seem fooled by her lie though.

"You'll understand if we don't believe you." He told her gruffly. "I'm going to ask you to leave once, if you don't we'll make you leave. End of discussion." He told her darkly. A group of people began to gather around him, tough looking men and women with angry expressions.

"Look, we're just innocent women caught off-guard out there." Mandy jerked her thumb toward the direction they came from. "We need a place to stay. We don't have any reason to want to hurt you except for you being totally rude." Mandy huffed. It quickly occurred to her that taunting the angry mob wasn't a good idea as they began to close in around her. She stepped back, bumping into Gabby and Carmen.

"Get out of our town, we have enough to worry about without dealing with new folks who want to suck up our precious little recourses." The man told her darkly. "I suggest you leave quietly, because I won't say that again." He clenched one fist and punched it into his other palm.

"Calm down... we can work this out..." Mandy tried to reason with him. Suddenly screams and shouts from the opposite end of town began to rise up in a chorus, drawing the villagers' attention.

"Damnit! We can't take this much longer!" The man turned to run to the other end of town. Mandy and the three women watched them go, then turned to look at each other.

"I suppose we should take the opportunity to leave." Stella said. "They might not like it if we're here when they get back." Mandy stared at her, then turned back to look in the direction the man went. Over the top of the small buildings she could see a hill, over which a sea of men in black suits were marching in perfect order, each holding a rifle aimed at the village. She knew they were aimed at the villagers... ready to kill them all. Scam would save them of course... but how many would die in the meantime?

She thought about what Brittany had said to her on the hilltop just the day before. 'You CAN be a hero if you try, and you believe in yourself.' It was the first time anyone had called her anything that wasn't either sexual or negative... Brittany had been a hero, and she'd wanted so badly for Mandy to be one too. She couldn't let Brittany down... whether she was alive or dead.

"You go find a place to hide." Mandy told the older women. "I have something to do." Mandy marched toward the approaching army, reaching into her backpack and pulling out a can of hairspray.

"Mandy?" Gabby watched her in surprise. Mandy didn't respond, walking away from them toward the soon-to-be battlefield. Brittany had briefed her on most of the gadgets she was carrying while they waited on the mountaintop, so she felt she knew what they all did. All she had to do was use them correctly. So she pulled out a small umbrella at the same time, carrying it over one shoulder.

She left the small group of buildings, pushing her way through the startled crowd of villagers to the front. "What the Hell are you doing?" The man from before demanded angrily.

"The best I can." Mandy replied simply, slinging the umbrella off her shoulder as the Scamlar Soldiers began to orient their weapons on the villagers. She pulled the can back and hurled it out in front of her as far as she could. It clattered to the ground uselessly. The villagers looked at her like she was insane, but Mandy calmly pulled a nail file out of her pocket, raising the umbrella high over her head.

"Everyone get as close to me as you can." Mandy suggested. The villagers looked puzzled and suspicious... but still moved a bit closer to her. Mandy pointed the nail file at the can of hairspray, watching the soldiers beyond it as they trudged onward. In unison they cocked their weapons, with such perfect coordination only one click could be heard on the wind.

As soon as the line reached the can, Mandy fired the Laser Nailfire straight at the can's top. It punched a gaping hole in the metal, and a powerful wind began to pour from the Tornado In A Can Of Hairspray. Instantly Mandy activated the All-Weather Umbrella, and a pink barrier stretched out to enshroud herself and the villagers in a protective bubble. With the entire can released at once, the winds around them became fiercer than any hurricane, howling like a furious monster awoken from a long slumber.

The villagers huddled together as close as possible as the winds ripped the very soil from the ground, hurling it high into the sky. The space around their pocket of calmness was a wall of dust and debris. They heard the sound of the buildings at the fringe of the small village being torn apart and flung high into the air amid the roaring fury. Mandy just watched the display, trying to keep her cool despite her furiously pounding heart.

The hurricane was fast and furious... but short lived. Very soon its energy was expended and the roar of the wind began to die down. The dust and debris that floated through the air slowly began to fall back to Earth, and slowly they were able to see beyond it in the dull gray light that filtered through the dark storm clouds overhead.

Bodies littered the field scattered amid the debris, unmoving. Mandy stared in awe while the villagers slowly began to laugh, one by one sending up a cheer while a few patted Mandy's shoulders.

"You did it girl!" The man who'd hated her ten minutes ago shouted in glee. "You did it! You beat them good!" He laughed. Mandy let the bubble disappear and dropped the umbrella, slowly realizing what had just happened. Could she have actually won...? Could it really be that easy? No way, it just wasn't possible. If Brittany couldn't bring these things down, she didn't have a chance. She'd bought them time, that was all.

Damn she hated being right. One by one the limp figures rose from the ground and turned toward them. The WOOHP Officer facades had been cracked away, their limbs twisted into unnatural angles as they climbed to their feet. Slowly the villagers noticed, gasping and mumbling in awe and horror as the Scamlar soldiers climbed to their feet, their limbs twisting back into place.

"They can't be human..." The man said fearfully.

"They're not." Mandy replied darkly.

"Now why would you go and tell them that?" Mandy looked up when she heard a helicopter and a sickeningly familiar voice above them. Tim Scam watched from a helicopter that had appeared above them, shaking his head. "I was going to spare them... well, some of them. But now that they know the truth, I'm gonna have to just wipe them out and start with the next town over."

"I won't let you hurt them!" Mandy raised her Laser Nailfile again, but a single gunshot echoed from the Scamlar soldiers. Mandy screamed in surprise as the bullet slammed into the end of the nail file, breaking it into two pieces and sending it flying to the ground. Mandy fell to her knees, holding her buzzing hand and trying to restore feeling to it.

"There's no hope for any teenage girls to stop me now." Tim Scam told her snidely. "All of WOOHP's little gadgets have been powerless against my Scamlar, and now that my greatest weapon is a reality, nothing can stand against me."

"You won't win..." Mandy growled darkly and climbed back to her feet.

"Oh, more cliché hero/villain babble is it? Well, I'm bored with that sort of thing after all this time. So I think I'll just have my Scamlar finish you all off now." Tim Scam snapped his fingers, and the Scamlar Soldiers behind the helicopter let out furious howls, rushing toward them. Their arms faded into liquid silver, reforming into razor sharp blades several feet long. The villagers screamed in horror and began to flee, but Mandy didn't move. She just stood to face the coming onslaught, determined to stand her ground and prove Brittany right. She couldn't let Brittany down...

The Scamlar closed the gap quickly, their blades raised above their heads. But suddenly a glimmering pulse hit the ground from the sky, narrowly missing Scam's helicopter, which swerved quickly out of the way to avoid it. The Scamlar nearest her swung at Mandy, trying to cut her down, but slowly they began to rise into the air. Mandy blinked in surprise, watching the entire Scamlar army lifted right from the ground like balloons. The shimmering beam pulled them into the sky slowly, until they vanished beyond the dark storm clouds. She felt the gentle pitter-patter of rain drops falling onto her.

"We did it." Sam's voice said from behind her. Mandy whirled in surprise to see Sam standing at the fringe of the small settlement, between two destroyed houses. "I knew the plan would work... but..." She approached Mandy, looking up at the helicopter.

"What's going on? What happened?" Mandy demanded.

"Clover's in the sky, she's using the anti-grav device to throw all the Scamlar into space." Sam replied. "Almost all of them..." Sam approached the still-hovering helicopter, from which Tim Scam was glaring angrily down at them. "You're holding out on us, aren't you, you sick bastard?"

"Well, Samantha, I guess reports of your demise were greatly exaggerated eh?" Tim Scam smirked. "You're not a bad actor, I must admit. I didn't suspect a thing, really. It's okay; I can make more Scamlar... better Scamlar. You just saved me from having to dispose of the old models." Scam knelt down at the edge of the helicopter as someone stepped up beside him. "I guess if you were there, you know what's coming. How anti-climactic. Fine then, if you're in such a rush to die, feel free." Suddenly the form leapt from the helicopter out into the rain, bringing one arm up behind it.

"What...?" Mandy gasped in horror as she watched Brittany fly through the sky. She wore no clothing, revealing the hideous bloody scratches and gashes that covered her body. Blood-red streaks ran down her cheeks underneath cold, lifeless eyes that barely moved as the machine did. Streaks of silver slid across her body at various points, running up her spine, across her breasts, and over her forehead.

"Look out!" Sam tackled Mandy from the side, sending them both hurtling to the ground right before Brittany could land on top of her. Brittany's fist plunged feet into the ground where Mandy had been moments before, sending up a wave of dust and debris. She stood up slowly and turned toward them, the rain-washing down her semi-metallic body in an increasingly violent wave.

"B... Brit..." Mandy stammered in horror. Sam pulled out her X-Powder.

"Clover, the big problem I told you about is out." Sam said quickly.

"We'll snag it." Clover's voice came back over the X-Powder. Suddenly the atmospheric shimmer from before returned, engulfing Brittany from behind. The metallic woman began to step toward them, but was suddenly dragged into the sky, her limbs flailing.

"Brittany!" Mandy screamed and tried to run forward, but Sam grabbed her by the waist, holding her back.

"Hold it! That's not really Brittany! It's a machine Scam made!" Sam shouted.

"Let go of me! Brittany!" Mandy struggled to get free, but Sam held her fast as Brittany slowly vanished into the clouds high overhead. Mandy stared into the sky against the rain, shivering in horror at what was happening. What on Earth was going on...?  
________________________________________________________________________________

"That is one ugly bitch." Clover commented as the machine was dragged up through the clouds by the anti-grav device. "Aw well, time to get rid of the trash I guess. Turn it around Lady Luna."

"Right." Lady Luna's voice came back. She operated the controls on the device, slowly turning it upward along with the new breed of Scamlar Sam had told her about. Clover had to admit it looked a lot like Brittany... but there was no way it could really be here. Alex however was shivering in the seat beside her, watching the figure floating aimlessly outside the helicopter.

"That thing is creepy..." Alex muttered fearfully.

"Don't worry, it'll be gone in a second. Get ready to reverse the device Luna, and we'll let this thing join its buddies, in five." Clover said in a businesslike tone. "One... two... three... four..." Suddenly something happened to the Scamlar copy. Tendrils of liquid metal flowed out of its back in every direction like a cloak of spikes before suddenly hurling themselves forward straight toward the anti-grav device. "What the...!?"

Lady Luna screamed and leapt from the device to cling to the hook's rope as the tendrils plunged into it, sparks flying in every direction. "We're losing power!" Luna screamed as the device powered down. Brittany swung down below the device, holding onto it with her steel tendrils to keep from falling. The entire helicopter began to lurch downward toward the growing storm.

"It's too heavy, it's pulling us down!" Alex shouted.

"Then let it go." Clover quickly pressed the command to release the device. Lady Luna clung to the hook's rope as the device began to fall, but the Scamlar quickly pulled itself on top of the device and leapt off of it, flying toward them quickly. Silver tendrils shot out to wrap around the ropes so that it could pull itself up.

"It's coming!" Lady Luna scrambled to climb the ropes up to the copter itself. Alex ran to the side of the helicopter and fell to her knees, looking down to watch the blonde woman scramble up with the silver monster right behind her. Suddenly Brittany hurled herself up the ropes with a mighty heave, its tendrils wrapping around Lady's Luna's waist. She screamed and hung from the rope with a strangled cry of pain.

"I've got you!" Alex hung over the side of the helicopter and grabbed her wrists, trying to pull her up. Suddenly she found herself face-to-face with Brittany's cold, blood-streaked face. Alex grunted in pain as one metal fist slammed into her chest, knocking her across the helicopter into the far wall with a tremendous impact that tossed the entire vehicle to the side. Lady Luna screamed as Alex let go, sending her freefalling until she caught hold of the empty hook at the bottom.

Brittany slipped into the helicopter, the silver tendrils ripping into the steel as she turned her attention to the cockpit. Clover looked back, and screeched when a dozen silver tendrils shot toward her. She whirled out of the seat, flattening herself against the window, sitting on the console and bringing her legs up to avoid them. They plunged into the control console, sending vicious sparks coursing through it.

Warning lights began to flash as the helicopter started losing power, plunging down into the thick gray storm clouds below. Clover slid from the console and leapt at Brittany while the sudden darkness had her temporarily blinded, kicking her in the face. Brittany stumbled back out of the cockpit, but silver tendrils attached to the walls and ceiling kept her from going too far.

Alex's unconscious body wasn't too far away, but Clover didn't have time to do anything about her. Brittany swung one arm forward, a barrage of needle-like spikes shooting flying at her like bullets. Clover went into a deep splits, flattening against the floor until they passed. She rolled forward and shoved herself up with her arms, jamming her feet hard into Brittany's stomach. The girl didn't even budge, grabbing her ankle and yanking her up to slam her into the ceiling like a doll before dropping her to the floor again.

"Ugh..." Clover groaned in pain, shaking her head. She could hear thunder rumbling in the storm clouds surrounding the helicopter, a dull flash of light shining in through the windows momentarily. She tried to roll away from Brittany, but the metal girl grabbed her hair and yanked her back, wrapping one arm around her throat. Clover gurgled in pain as the arm instantly began to crush her windpipe.

She fought through the pain to reach into one pocket, pulling out a small white puffball. She slammed it hard into Brittany's side, sending a massive shock running through the metal girl's body. Brittany let out a startled, metallic sounding shriek and let go, stepping away from her. Clover fell to her knees for a moment to get her bearings, reaching into her pocket for another puffball.

"You like that? Huh?" Clover gasped painfully. She threw another puffball into the machine's face, sending another massive shock through her. Brittany stumbled back, furiously trying to cover her face with pathetic metallic groans. It almost looked like it was in pain... but it was just a machine, wasn't it? "Give this one to your creator when he sees you in Hell, you monster!" Clover hurled another one into her chest, sending the convulsing robot up against the back wall of the copter. She took out another puffball, but suddenly she felt the hair on the back of her neck standing on end.

Clover quickly grabbed Alex, cradling her in both arms and running for the door. She leapt out into the dark gray clouds. A pearl white flash split the clouds in two a split second later, striking the helicopter with a massive, blinding bolt of pure energy. The helicopter exploded in a shower of flames and began to plummetthrough the cloud. Lady Luna screamed from her position clinging to the bottom of the hook that had held the anti-grav device, her entire body convulsing as the lightning flowed through her with nowhere else to go.

"Luna!" Clover screamed. Lady Luna's scream faded and her hands went limp, sending her plummeting through the clouds beside the helicopter, her eyes closed and her body completely limp. Clover tried to move over toward her, but it was impossible to move through the sky with Alex in her arms.

They plunged through the bottom of the clouds, falling fast toward the ground. Clover watched Lady Luna for a few moments, then closed her eyes and reached back to pull the ripcord on her backpack. The parachute from her backpack's second pocket caught the air, slowing their descent while Lady Luna and the helicopter continued to plummet. Clover looked away, not willing to watch it happen...

The helicopter plummeted toward the ground with no sign of the metal monster Tim Scam had created. She opened her eyes when she heard the thunderous impact of the machine making landfall, a tremendous fireball reaching high into the sky despite the heavy downpour, with a blast that drowned out the simultaneous roar of thunder from the storm overhead.

Clover floated gently toward the ground, holding Alex cradled close to her chest until they touched down on the grass thirty yards from the fringe of the village. She knelt down to set Alex on the ground while she unhooked her parachute to keep from being dragged away in the storm winds.

"Clover!" Sam and Mandy rushed over to her, pulling Tim Scam behind them in handcuffs and ankle restraints, forcing him to either hop like a prisoner rabbit or be dragged along behind them. "Clover, what happened?" Sam asked worriedly as they approached Alex.

"I think she'll be okay, she got hit pretty hard." Clover touched the side of Alex's neck gently. She could feel a steady pulse... it didn't seem like she was in danger of dying. It was just a glancing blow. She would recover soon enough.

"What about Lady Luna?" Sam asked. Clover looked up at her from her kneeling position, then lowered her head and closed her eyes. She heard Sam sigh softly.

"Damnit..." Sam said darkly. "Well... it looks like it's over..."

"Over?" Tim Scam barked out a laugh. "You haven't won... my ultimate weapon can't be killed so easily. Just listen." He said with a grin. Suddenly an ear-splitting roar ripped through the sky, and all three conscious spies whirled to look in the direction of the burning helicopter. The mass of shapeless metal began to move, and suddenly split open from the inside. Steel tendrils lifted from the wreckage, pulling after them a grotesque husk of blood and flesh, destroyed beyond what one could possibly call a human form.

"Good God..." Mandy said in horror. She looked down at Tim Scam in amazement. "You really are a monster..."

"I am a winner my dear." Scam replied with a smirk. "Because nothing you can possible do could destroy my creation. Hehe... mwahahahahahaha!" Mandy socked him in the face suddenly, knocking him out cold on the grass. There were tears flowing down her cheeks, mixing with the heavy downpour of rain.

"You're evil!" Mandy moved to kick him in the face, but Sam grabbed her from behind and held her back.

"We'll deal with him in a minute. We have to finish off this monster first." Sam said.

"But it's..." Mandy began before she was cut off.

"No, that thing is not Brittany!" Sam shouted in her face. Mandy fell silent; the tears slipping down her cheeks. "It's not Brittany. That thing... is something Tim Scam created in the WOOHP weapon's laboratory. I'm sorry Mandy... Brittany's dead... I'm so sorry..." Sam squeezed her shoulders. "I know it's my fault for calling you two there in the first place... and I'll do anything I can to make it up to you... but we have to put this thing down... for the good of the world... and so Brittany can rest in peace." Mandy stared at her for a moment, then reached up to wipe the tears from her eyes and nodded numbly. "Clover, what gadgets do we have left?"

Clover pulled off her backpack to rummage through it. "Not a whole lot. Lip-Stick... HIGGs... hey, my mini Electro-Magnetron." Clover pulled out what looked like a powerful magnum revolver. "This thing doesn't like electric surges, so I think this should do wonders." She said.

"Yes, perfect." Sam grabbed the gun from her.

"But is it strong enough to finish it off?" Clover asked.

"No, but something like this will create a powerful electromagnetic field around it... and that would attract the electromagnetic energy from the storm." Sam replied. "But it looks like we only have one bolt, so we have to make sure our aim is good."

"I'll take it." Mandy snatched the gun out of her grasp.

"Mandy?" Sam blinked in surprise.

"I want her to rest... and I want her to know that she was right." Mandy replied. Sam and Clover stared at her for a moment before Sam nodded and stepped closer.

"This is the trigger that fires the bolt... press this button to activate the electrical surge." Sam told her. "Remember, you only get one shot. Make it count." Mandy nodded slowly. "Me and Clover will distract her and try to get her to sit still long enough to get your shot off. Don't miss your chance, we probably won't last long." Sam said. Mandy nodded again, and Sam turned to Clover with a serious expression on her face. "Come on, let's put an end to this abomination."

"We'll be right back, Alex." Clover patted Alex's cheek, then stood up and turned to march out across the field that lay between them and Brittany. The metal monster was moving slowly across the field, its human limbs no longer able to operate as efficiently as before. Mandy walked behind the two experienced WOOHP agents, holding the gun clutched in both hands as she'd seen in so many movies. The monster walking toward them barely looked like Brittany now, its flesh burned, seared, and smashed beyond recognition. But its violet eyes were still hers...

The rain was pouring down on them all, not caring who was on which side of the battle. As they approached the abomination silver tendrils emerged from its arms, spreading out like a cloak of daggers ready to skewer them at a second's notice. Mandy stopped moving and raised the gun, but didn't fire. Sam and Clover moved to circle around it in opposite directions, neither taking their eyes off of it for an instant. Brittany watched them for a few moments... then struck.

Silver tendrils lashed out in Clover's direction, but she whirled out of the way and leapt over them, landing in a crouch while Sam ran up behind her. Sam kicked Brittany in the back, but the machine stumbled only a little before whirling around, the silver on its arm shaping into a razor sharp blade. Sam barely had time to duck under the blade, kicking her in the stomach while Clover leapt at the back of her head, slamming both heels into her. Brittany stumbled and doubled over, but only for an instant.

Sam and Clover stood side-by-side as Brittany flung one arm forward, a row of razor sharp tendrils lashing out at the girls. They leapt through the tendrils carefully, then rolled in and both lunged into uppercuts at the exact same time. Their fists both struck home on Brittany's jaw, and she stumbled back, but within the second she lashed out with one arm, socking both girls across the face and sending them both collapsing to the ground. Mandy could only watch, the hands holding the gun shaking as Brittany approached the prone spies.

"Hey! Back off!" Alex shouted as she leapt suddenly into the fray, whirling in midair to slam her heel into Brittany's lower back. Caught off guard, Brittany stumbled forward, but the element of surprise was only a temporary advantage. She whirled and lashed out with both arms, but Alex whirled through them, planting several more punches to her abdomen.

Clover and Sam whirled to their feet and leapt in to help her, letting out howls as they slammed their heels into the back of Brittany's head. Brittany howled and whirled, one silver tendril coming less than an inch from plunging straight through Sam's stomach. She kicked Brittany in the chest at the same time as Alex tackled her from behind, slamming her shoulder into her lower back. Alex let out a feral howl with the effort of hefting the machine up on her shoulder off the ground, then slammed her face-first into the ground with a tremendous thud. Instantly Sam and Clover leapt on her, pinning her down.

"Fire Mandy!" Sam shouted. Mandy oriented the weapon on her back... and stared at her. Her head was turned toward her, her eyes shining in the blackened flesh of her face. Shining with the woman she knew was once there... the woman who saved her life and her sanity... the woman she loved. "MANDY! NOW!" Sam screamed.

Suddenly the silver tendrils lashed out in a wide circle, knocking all three girls to the ground. Brittany pushed herself to her feet with her tendrils, oriented on Sam and Clover. They tried to scramble away, but one tendril wrapped around each of their legs, hefting them upside down into the air. Alex ran up behind her with a furious howl, but the tendril holding Clover snapped back, hurling her into Alex. They both hit the ground heavily, groaning in pain.

Brittany hefted Sam into the air and slammed her down on the wet grass with a powerful thud. Sam howled in pain and tried to get up, but Brittany stepped on her chest, a set of small claws digging into her chest. Sam yelped in pain again and grabbed her ankle, trying desperately to push her off. The silver tendrils lifted into the air around Brittany, every single one oriented on Sam's head.

At last, Mandy steeled herself, blocked out her conscious mind, and fired the only steel bolt she had. It arced through the rain, plunging straight into Brittany's forehead with a sickening thunk. Blood spilled around the wound and Brittany stumbled back in a daze, moving off of Sam. Sam quickly rolled away from her as Mandy's thumb hovered over the activation button.

Brittany shook her head and looked up, seeing the bolt embedded in her forehead. One hand moved to pull it out... but Mandy closed her eyes and pressed the button. A metallic howl of agony floated through the air as the electrical power surged through Brittany's body. Her entire body convulsed and she fell to her knees, the ear-splitting, heart-rending metallic moan drowning out the thunderclap that sounded in that same instant.

Tears flowed down Mandy's cheeks at the sound of the screams, only to be washed away by the downpour of rain. Lightning flashed across the sky, drawn by the immense magnetic surge. It struck the bolt on Brittany's forehead, feeding into the power already flowing through her. Her scream intensified, growing louder by the second until suddenly her skin burst into flames. Even the silver Scamlar substance was scorched by the massive power that roared through her.

As suddenly as the strike had hit, Brittany scream ended. Her burnt and scorched flesh reduced to little more than ash that collapsed back onto the ground amid the scorched remains of the hardened Scamlar substance. The gun slipped through Mandy's fingertips and fell to the ground as she slowly approached the unmoving form, staring down at it numbly.

"We... we did it..." Alex was sitting on the ground, panting and holding her head. "We actually did it..."

"Without Scam to give attack orders, the rest of the Scamlar shouldn't present a threat. We can mop them up in our own time." Sam climbed to her feet and walked up beside Mandy, putting a hand on her shoulder. "Good job Mandy." Mandy turned to look at her, though she didn't really see her. She was still seeing the lightning flash...

"Hey, we got an audience." Clover commented. Sam and Alex looked to see that the villagers were emerging from their homes slowly, moving to the edge of the town to see what was going on. When they saw the girls they began to make their way over. Tim Scam was still unconscious on the other side of the field right where they'd left him, so several villagers went to fetch him.

"Is it over...?" One of the women asked. "Are the attacks over?"

"Yeah, there won't be any more attacks." Sam promised. Suddenly a cheer rose up from the crowd, a spontaneous celebration that had people dancing in the middle of the rain. It probably wasn't a good idea to dance in a thunderstorm, but they didn't care. An end to the attacks meant a return to normalcy... all the chaos was over... well the chaos of Tim Scam anyway.

"Sam...?" A woman breathed in awe as she pushed through the crowd. Sam's gaze quickly followed the voice, and she saw her mother standing at the edge of the small town. She was staring up at her in shock and surprise, her eyes brimming with tears. "They said... they said you were..."

"I'm fine, mom..." Sam grinned and ran across the field toward her, wrapping her arms around her precious mother. "I can't believe you're here... how...?"

"Mandy brought us here." Her mother said, squeezing her tightly. "I can't believe you're still alive... never leave me like that again..." Her mother told her. "Promise me. Please."

"I'll have to leave sometimes..." Sam told her. "There will still be conflicts... but I'll always keep in touch with you from now on. I promise you that." Sam told her. Gabby smiled and kissed her on the cheek before pulling her into another tight hug.

"Mommy!" Alex threw herself into Carmen's arms, hugging her tightly. "I'm so glad you're okay! I missed you!"

"I missed you too sweety..." Carmen told her. "I love you..."

Stella approached Clover with her arms across her chest. Clover watched her walk up with a curious expression on her face. "You makin' any money yet?" Stella asked casually.

"I'm lookin' into prospects." Clover shrugged coolly. In a moment however they both smiled and moved into a warm embrace.

Mandy watched all of this from the middle of the field, still standing beside the charred remains of her teacher and lover. The rain was quickly washing away the ashes left behind, but suddenly a soft wind picked up and blew across the field. Mandy looked down as a handful of ashes were swept up from the Scamlar substance, floating through the air in little circles around Mandy's body before slowly being carried up toward the sky.

"Thank you..." Mandy's voice cracked as she spoke, with tears brimming in her eyes. She waved after the specks of ash as they ascended in the air, flying higher into the sky than they probably should have been able. Mandy looked down at the charred remains in front of her. The battle was won... the people were free. Now was a time of celebration... but she didn't really feel like it. So she fell to her knees beside the remains and lowered her head, closing her eyes in deep thought. While the others celebrated, she meditated...

And the rain continued to fall.


	27. Epilogue

Dear Beloved:

It's been several weeks since we brought down Tim Scam... I guess that's a good thing, but honestly things haven't been much like the "happily ever after" I used to hear about in storybooks. People are bickering over every little resource, fighting over land and property rights. All of the old hatreds and biases are starting to come back, people segmenting based on race, religion, whatever. I knew it would happen... but I just thought maybe... maybe they could give it a damn rest for a while. I guess not.

How have you been? Have you seen that harem of eager virgin angels yet? I hope you're okay... I hear heaven is a nice place, but it seems a bit boring to me. Hell, everything seems boring to me these days. I really miss you... you made everything so exciting. You made me WANT to do this, to be a spy and a secret agent and do dangerous things. I could've kept doing those forever with you beside me...

But I'm getting tired, Brittany. I'm tired of doing this; I don't want to do it anymore. Let the world take care of itself, they don't want our help anyway. Yes, I joined what's left of WOOHP. Sam is the head if you can believe that... she's a decent leader I suppose. She's a lot smarter than I ever gave her credit for back in school. God, everything seems different now. I'm even getting along with Clover, and that's something I once swore would never ever happen.

Alex is still with WOOHP fighting the good fight to keep the world safe and secure. She said a few days ago she wanted to spend more time with her mother, but there's still way too much to do before we can settle down into new lives. There are still assholes trying to screw over everyone around them. It'll never end, will it Brittany? Hey, as long as you're up there, ask God to teach these people some damned decency. It would certainly make our jobs a lot easier.

I don't know what happened to Arnold. Last I heard he made it to a settlement in Egypt, and then he never contacted us again. Like I care, he was always a little nerd I never wanted anything to do with, and that hasn't changed. Pathetic little rodent...

We kept Lady Luna's body in a freezer for a while to try to preserve it. Then once we got one working again, we took a shuttle and sent her flying into the stars where she would want to be. She deserves it, from what they tell me. And I guess I'm glad she could go back home... at least she still had a home to return to...

... I guess what this letter's really about, Brittany, is to tell you that I think I did it. I became what you believed I could be... I've become a hero. That's what you wanted, isn't it? You're the only one who's ever believed I could be anything other than a snotty stuck-up teenage brat. You inspired me... Hell, it's because of you that I am what I am today. Thank you, from the bottom of my heart.

Now it's time for me to go to bed. I think we're going on another mission tomorrow. France is acting up again... God what is it with the French? Everything we say they say the exact opposite. We could say baby killing is wrong and they'd argue with us. Oh well... I'll see you later, Brittany. Remember, I love you and I promise that no matter what it takes, I will be the best hero I can be so that someday when I die I'll meet you again in Heaven.

Your Beloved:  
Mandy

Mandy sat back and pushed the cover to her journal closed, looking around the small room she kept in WOOHP Headquarters. The power generators had failed a few days ago, so there was no electricity, though they were working on getting it back up and running. In the meantime, a lone candle on the nightstand beside her bed was all she had to see by as the stars shone in the night sky outside her window.

She picked up her journal and walked over to the nightstand, pulling open one of the drawers and slipping it carefully inside before pushing it closed again. She climbed into bed slowly; moving up to the head and sliding under the silken covers she'd been given by the grateful settlers around here. She reached over to grabbed the candle, holding it in one hand as she looked around a moment at the cold steel room.

Such a change. Sixteen years she spent with everything handed to her... a spoiled brat who simply got her way with everything. Now look at her. Alone, independent, working to help the world. A good person, who could get along with others, and work alongside them in order to accomplish great good. What a change a few short weeks made in her life. But in the end, she knew there was just one reason for all of this.

"All for you, Brittany." Mandy raised the candle toward the roof in a solemn salute to the person who had changed her life, then blew out the candle with a quick burst of breath.

**Notes for the Chapter:**

> Welp, this is it. The single biggest story I've ever written (that wasn't written episodically in many small chunks). It was originally posted back in April 2005 (though obviously it was worked on well before that) and I still remain incredibly proud of it, for the most part. Looking it over the prose could've used a little editing, and maybe the story falls apart a little at points, but I still maintain that it has hands-down the best action scenes I've ever produced.
> 
> As for the story itself, it followed on the heels of another massive project called "Beyond the Future" (which probably won't be posted here, there's no point without the original), which in itself was sort of a fanfic of another fanfic that really inspired me to try my hand at massive longform adventure stories like this. The story was called "Memories of the Future", and followed Mandy as she coped with living in a dystopian future under the boot of a tyrannical government and joined the WOOHP Spies in a resistance against it. Sadly it has been pulled even from Fanfiction.Net, and I think has managed to actually disappear from the internet entirely.
> 
> Huh, as it turns out, I still have a copy that I saved to my Hard Drive. I would love to see it restored to the internet here (It totally deserves to be archived), but it's simply not my place to do so. It was his choice to take it down, and I have to respect it.
> 
> But yeah, tangent aside, I hope you enjoyed the massive slog through the biggest story I've ever produced. It has its flaws, but I remain proud of it nonetheless.


End file.
